Exhibit 10.2


 


[●], 2021


 


7244 Carrizo Drive


La Jolla, CA 92037


 


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 between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share
(the “Ordinary Shares”) and one right (the “Right”). Each Right entitles the
holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business
combination, subject to adjustment. 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 Company shall apply to have the Units listed on the Nasdaq Capital Market.
Certain capitalized terms used herein are defined in paragraph 10 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, Nocturne Sponsor, LLC,
a Delaware limited liability company (the “Sponsor”), and the other undersigned persons (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 shareholder approval of a proposed Business Combination (as defined below),
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares owned by it, him or
her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection
with such shareholder approval.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination
within 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the
Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus), or
such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, 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 ten
(10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares 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 (which interest shall be net of taxes
payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (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 shareholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Company’s amended and restated memorandum and articles of association (a)
that would affect the ability of Public Shareholders to exercise redemption rights with respect to the Offering Shares or
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 12 months (or up to 18 months) from the closing of the Public Offering, or (b)
with respect to any other provision 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 (which interest shall be net of taxes payable), divided by the number of then 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 or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares (as defined below) held
by it. 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 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 in the context
of a tender offer made by the Company to purchase Ordinary Shares (although the Sponsor and the Insiders 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 12 months (or up to 18 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).


 


3. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
equity holders, 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
public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the
Company has discussed entering into a transaction 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) $10.10 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 of 1933, as amended. 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.


 


4. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is
1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 1,500,000.


 


All references in this Letter Agreement
to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as
a matter of Cayman Islands law. 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 20.0% of the Company’s issued and outstanding Ordinary
Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding
the Private Shares). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased
or decreased, the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders
prior to the Public Offering at 20.0% of the Company’s issued and outstanding Ordinary Shares upon the consummation of the
Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares).
In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,500,000 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 included in the Units issued in the Public Offering and (B) the reference to 375,000 in the formula set forth
in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Founder Shares would represent
an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (assuming the Initial
Shareholders do not purchase any units in the Public Offering).


 






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5. 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 Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and
8 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 seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the
event of such breach.


 


6. (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier
of (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the
completion of the Business Combination or the date on which the closing price of the Ordinary Shares exceeds $12.50 for any 20
trading days within a 30-day trading period following the closing of the Business Combination; (B) with respect to the remaining
50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of the Business Combination or (C) in
each case, subsequent to the Business Combination, the date on which we complete a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 


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


 


(c) Notwithstanding the provisions set
forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares and Private Units (including the Private Shares and Private
Rights), 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 affiliate of the Sponsor, any members of the 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, by virtue of laws of descent and distribution upon death
of the 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 the consummation of a 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 the
Company’s initial business combination; or (g) by virtue of the laws of Delaware or the Sponsor’s 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 these transfer restrictions.

 


7. 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, if any (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 Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, 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.


 


8. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, 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).


 






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9. 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.


 


10. As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (i) “Ordinary
Shares” shall mean, collectively, the Ordinary Shares; (ii) “Founder Shares” shall mean
the 2,875,000 Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the
Public Offering; (iii) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (iv) “Private Units” shall mean the 450,000 units (or up to 495,000 units if the over-allotment
option is exercised in full), each comprised of one ordinary share and one Right, that the Sponsor has agreed to purchase for
an aggregate purchase price of $4,500,000 in the aggregate (or up to $4,950,000 if the over-allotment option is exercised in full),
or a purchase price of $10.00 per Private Unit, in a private placement that shall occur simultaneously with the consummation of
the Public Offering; (v) “Private Rights” shall mean the rights underlying the Private Units, (vi) “Private
Shares” shall mean the Ordinary Shares underlying the Private Units, (vii) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (ix) “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, (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).


 


11. 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 the Sponsor and each Insider that is the subject of any such change, amendment modification or
waiver.


 


12. 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.


 


13. 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.


 


14. 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.


 




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15. 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.


 



16. 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.


 


17. Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall
be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice
obligations.


 


18. 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 June
30, 2021; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 





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        Sincerely,



Nocturne Sponsor, LLC

	 	 
	 	By:	 
	 	 	Name:	Henry Monzon
	 	 	Title:	Managing Member


 


	 	 
	 	Henry Monzon


 


	 	 
	 	Ka Seng Ao


 


	 	 
	 	Etienne Snyman


 


	 	 
	 	Marcus Vincent Gomez


 


	 	 
	 	Kashan Zaheer Piracha


 


	
        Acknowledged and Agreed:

         

        NOCTURNE ACQUISITION CORPORATION
	 
	 	 
	By:	 	 
	 	Name:	Henry Monzon	 
	 	Title:	Chairman and Chief Executive Officer	 


 


 


[Signature Page - Letter Agreement]


 



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