Exhibit 10.2


 


[●], 2021


 


Tetragon Acquisition Corporation I


399 Park, 22nd Floor


New York, New York 10022


 


		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 or proposed to be entered into by and between Tetragon Acquisition Corporation I, a Delaware corporation (the “Company”),
and BofA Securities, Inc. and J.P. Morgan Securities LLC, as the underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s
units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common
Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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.
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”). 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, TFG Asset Management Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each such other undersigned persons, an “Insider” and collectively, the “Insiders”),
each hereby agrees, severally but not jointly, 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 owned by it, him or her in favor of any proposed Business Combination (including any proposals
recommended by the Company’s board of directors in connection with such Business Combination) and (ii) not redeem any Shares
owned by it, him or her in connection with such stockholder approval or sell or tender any Shares if the Company seeks to consummate a
Business Combination by engaging in a tender offer.


 


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 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 ten (10) business days thereafter, subject to
lawfully available funds therefor, redeem 100% of the shares of 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 (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 Stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any) 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 the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
its initial Business Combination within 24 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, 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 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 held by it. The Sponsor and each Insider hereby
further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection
with (x) 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 Class A Common
Stock and (y) 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 allow redemptions in connection with the Company’s initial
Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated its initial Business Combination within
24 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 (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 24 months from the
date of the closing of the Public Offering).


 


3. Notwithstanding the provisions set forth in
paragraphs 7(a) and (b) below, 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 Underwriters, (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under
the Securities Act of 1933, as amended (the “Securities Act”), relating to any Units, shares of Class A Common
Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, any Units, shares of Class A
Common Stock, Founder Shares, or Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any
swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Units, shares of Class
A Common Stock, Founder Shares, or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of units or such other securities, in cash or otherwise; provided, however, that the
foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any Transfer of Founder Shares to any current
or future independent director of the company (as long as such current or future independent director transferee is subject to this Letter
Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers
at the time of such Transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such Transfer,
any related Section 16 filing includes a practical explanation as to the nature of the Transfer). Each of the Insiders and the Sponsor
acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3
or paragraph 7 below, the Company may announce the impending release or waiver by press release through a major news service at least
two business days before the effective date of the release or waiver. The provisions of this paragraph will not apply if (i) the release
or waiver is effected solely to permit a Transfer of securities that is not for consideration and (ii) 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.


 






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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 stockholders, 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 registered public accounting firm) 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 registered public accounting firm)
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 Offering
Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of 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 which may be withdrawn to pay taxes, except as to any claims by a third party 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.


 


5. (a) To the extent that the Underwriters do not
exercise their over-allotment option to purchase up to an additional 7,500,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Initial Stockholders agree that they shall forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 1,875,000 multiplied by a fraction, (i) the numerator of which is 7,500,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option to purchase additional Units and (ii) the denominator of which is
7,500,000. All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as a contribution
of such Founder Shares to the Company’s capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that
the option to purchase additional Units is not exercised in full by the Underwriters so that the number of Founder Shares will equal an
aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. The Initial Stockholders further agree
that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a stock dividend or stock repurchase
or redemption, 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 the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 7,500,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of shares of Class A
Common Stock included in the Units issued in the Public Offering, (B) the reference to 1,875,000 in the formula set forth in the first
sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Initial Stockholders would
have to return to the Company in order for the number of Founder Shares that the Initial Stockholders own (together with the Insiders)
to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.


 


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 Insider
of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 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.


 


7. (a) The Sponsor and each Insider agrees that
it, he or she shall not Transfer any Founder Shares (or shares of Class A Common Stock issuable upon conversion thereof) until the earlier
of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination,
(x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results
in all of the Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property or
(y) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial Business Combination (the “Founder Shares Lock-Up Period”).


 






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(b) The Sponsor agrees that it shall not Transfer
any Private Placement Warrants or any shares of Class A Common Stock issued or issuable upon the exercise of the Private Placement Warrants,
until 30 days after the completion of a Business Combination (the “Private Placement Warrants 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 (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor or any Insider
or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s directors
or officers, any affiliates or family members of any of the Company’s directors or officers, any members of the Sponsor, or any
affiliates of the Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or 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) in the case of a trust, by distribution to one or more of the permissible beneficiaries
of such trust; (f) by private sales or Transfers made in connection with the consummation of the Company’s Business Combination
at prices no greater than the price at which the securities were originally purchased; (g) in the event of the Company’s liquidation
prior to the Company’s completion of an initial Business Combination; (h) by virtue of the laws of Delaware or the Sponsor’s
limited liability company agreement, as amended, upon dissolution of the Sponsor; or (i) in the event of the Company’s completion
of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Public Stockholders
having the right to exchange their shares of Class A Common Stock 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 (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions and other applicable
restrictions in this Letter Agreement.


 


8. The Sponsor and each Insider represents and
warrants that it, he or she has not in the last ten years 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, except as disclosed in
the registration statement. 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(s) 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, her or
she is not currently a defendant in any such criminal proceeding.


 






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9. Except as disclosed in, or as expressly contemplated
by, 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).


 


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


 


11. 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) “Shares” shall mean, collectively, the shares of Class A Common
Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 14,375,000 shares of Class B common
stock, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the Warrants to purchase an aggregate of 8,333,333 shares of Class A Common Stock of the Company (or up to 9,333,333 shares
of Class A Common Stock depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting
Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $12,500,000 in the aggregate (or up to $14,000,000
depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or
$1.50 per Warrant, in a private placement that shall occur substantially concurrently with the consummation of the Public Offering; (vi) “Public
Stockholders” 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 shall be deposited; and (viii) “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) herein.


 


12. 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 (1) each Insider that is the subject
of any such change, amendment, modification or waiver and (2) the Sponsor.


 






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13. 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.


 


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.


 


15. This Letter Agreement shall be governed by
and construed and enforced in accordance with the 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.


 


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 or other electronic 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 and (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 4 of this Letter Agreement shall survive such liquidation.


 


19. 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.


 


20. 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.


 


[Signature page follows]


 




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	 	Sincerely,
	 	 	 
	 	TFG Asset Management Sponsor LLC
	 	 	 
	 	By:	
	 		Name:      
	 		Title: Authorized
    Person
	 	 	 
	 	            
	 	Reade Griffith
	 	 	 
	 	 
	 	Paddy Dear
	 	 	 
	 	 
	 	Stephen Prince
	 	 	 
	 	 
	 	Paul Gannon
	 	 	 
	 	 
	 	Sean Côté
	 	 	 
	 	 
	 	Mark Johnson
	 	 	 
	 	 
	 	Abby Levy
	 	 	 
	 	 
	 	Gideon Berger
	 	 	 
	 	 
	 	Tom Purcell



 


[Signature Page to Letter Agreement]


 




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	Acknowledged and Agreed: 	 
	 	 
	Tetragon Acquisition CorPoration I	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Letter Agreement]


 


 


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