Exhibit 10.2


 


Execution Version


 


COMPANY SUPPORT AGREEMENT


 


This COMPANY SUPPORT AGREEMENT
(this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Corp. II, a Delaware
corporation (“Acquiror”), the Pre-Closing Holders set forth on Schedule I hereto (the “Required Stockholders”),
and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Acquiror, the Required Stockholders
and the Company shall be referred to herein from time to time each as a “Party” and collectively as the “Parties.”
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement
(as defined below).


 


WHEREAS, as of the date hereof,
each Required Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of the number and class of Company Preferred Shares and Company Common Shares as are indicated opposite such Required Stockholder’s
name on Schedule I attached hereto (together with any other Equity Securities of the Company that any Required Stockholder holds
of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively,
the “Subject Securities”);


 


WHEREAS, Acquiror, the Company
and certain other Persons party thereto entered into the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended,
restated or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”); and


 


WHEREAS, the Merger Agreement
contemplates that the Parties will enter into this Agreement concurrently therewith, pursuant to which, among other things, the Company
will (a) vote in favor of approval of the Merger Agreement and the transactions contemplated thereby and (b) agree to waive any adjustment
to the conversion ratio set forth in the Company Governing Documents with respect to the Transactions.


 


NOW, THEREFORE, the Parties
hereby agree as follows:


 


1.
Binding Effect of Merger Agreement. The Required Stockholders hereby acknowledge that they have read the Merger Agreement
and this Agreement and have had the opportunity to consult with their respective tax and legal advisors. The Required Stockholders shall
be bound by and comply with Sections 8.03 (Exclusivity) and 8.05 (Confidentiality; Publicity) of the Merger Agreement (and
any relevant definitions contained in any such Sections) as if the Required Stockholders were each an original signatory to the Merger
Agreement with respect to such provisions.


 


2.
No Transfer. Until the Effective Time (and subject to the terms and conditions of the Registration Rights Agreement, including
the Lock-up set forth therein), the Required Stockholders shall not (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, file (or participate in the filing
of) a registration statement with the SEC (other than the Proxy Statement / Prospectus or the Registration Statement) or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act, with respect to any of their respective Subject Securities, (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 any of their respective Subject Securities or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii).


 






     


     


    

 


3.
Registration Rights Agreement. At the Closing, the Required Stockholders shall deliver to Acquiror a duly executed copy
of the Registration Rights Agreement.


 


4.
Agreement to Vote. The Required Stockholders hereby agree that from the date hereof until the earlier of (a) the Closing,
and (b) the valid termination of the Merger Agreement in accordance with Section 10.01 thereof or the termination of this Agreement, (i)
to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any
meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote,
consent or other approval of the stockholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise
cause all of such holder’s Subject Securities to be counted as present thereat for purposes of establishing a quorum) all of such
Required Stockholder’s Subject Securities (A) in favor of the Merger Agreement, the other Transaction Agreements to which the Company
or such Required Stockholder is a party and the Transactions, (B) against any merger agreement or merger, consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than
the Merger Agreement and the Transactions), (C) against any proposal in opposition to approval of the Merger Agreement or in competition
with or inconsistent with the Merger Agreement or the Transactions, and (D) against any proposal, action or agreement that would (1) impede,
frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any
respect of any covenant, representation, warranty or any other obligation or agreement of any Company Party under the Merger Agreement
or (3) result in any of the conditions set forth in Article 9 of the Merger Agreement not being fulfilled and (ii) not to commit or agree
to take any action inconsistent with the foregoing.


 


5.
Reserved.


 


6.
Representations and Warranties. The Required Stockholders severally and not jointly represent and warrant to Acquiror and
the Company as follows:


 


(a)
The Required Stockholder (i) if a legal entity, is duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby are within such Required Stockholder’s corporate, limited liability
company, or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational
actions on the part of such Required Stockholder, or (ii) if an individual, has legal competence and capacity to enter into this Agreement
and all necessary authority to execute, deliver and perform such Required Stockholder’s obligations under this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Required Stockholder and,
assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation
of such Required Stockholder, enforceable against such Required Stockholder in accordance with the terms hereof (except as enforceability
may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies).


 






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(b)
The Required Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of
such Required Stockholder’s Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act))
affecting any such Subject Securities, other than Liens pursuant to (i) this Agreement, (ii) the Company Governing Documents, (iii) the
Merger Agreement or (iv) any applicable securities Laws. The Required Stockholder’s Subject Securities are the only equity securities
in the Company owned of record or beneficially by such Required Stockholder on the date of this Agreement, and none of the Required Stockholder’s
Subject Securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject
Securities, except as provided hereunder. The Required Stockholder does not hold or own any rights to acquire (directly or indirectly)
any Equity Securities of the Company or any Equity Securities convertible into, or which can be exchanged for Equity Securities of the
Company.


 


(c)
The execution and delivery of this Agreement by the Required Stockholder does not, and the performance by the Required Stockholder
of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Required Stockholder
(if a legal entity), or (ii) require any consent or approval that has not been given or other action that has not been taken by any third
party (including under any Contract binding upon such Required Stockholder or the Subject Securities), in each case, to the extent such
consent, approval or other action would prevent, enjoin or materially delay the performance by such Required Stockholder of its obligations
under this Agreement.


 


(d)
There are no Actions pending against the Required Stockholder or, to such Required Stockholder’s knowledge, threatened against
the Required Stockholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any
manner challenges or seeks to prevent, enjoin or materially delay the performance by such Required Stockholder of its obligations under
this Agreement.


 


(e)
Except as described on Schedule 4.23 to the Merger Agreement, no broker, finder, investment banker or other Person is entitled
to any brokerage fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection
with the Transactions based upon arrangements made by such Required Stockholder, for which the Company or any of its Affiliates may become
liable.


 


(f)  
Such Required Stockholder understands and acknowledges that each of Acquiror and the Company are entering into the Merger Agreement
in reliance upon such Required Stockholder’s execution and delivery of this Agreement.


 






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7.
Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void
ab initio upon the earlier of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its
terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further
obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this
Agreement, (i) the termination of this Agreement shall not affect any liability on the part of any Party for a Willful Breach of any covenant
or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Sections 7 through 9 shall each survive
the termination of this Agreement, and (iii) Sections 11 through 19 shall each survive the termination of this Agreement
solely to the extent related to any surviving sections. For purposes of this Section 7, (A) “Willful Breach”
means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the actual knowledge
(as opposed to constructive, imputed or implied knowledge) that the taking of such act or such failure to act will constitute or cause
a breach of this Agreement and (B) “Fraud” means an act or omission by a Party, and requires: (I) a false or incorrect
representation or warranty expressly set forth in this Agreement, (II) with actual knowledge (as opposed to constructive, imputed or implied
knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement
is false or incorrect, (III) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (IV) another
Party’s justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement
is the cause of such Party entering into this Agreement, and (V) causing such Party to suffer damage by reason of such reliance. For the
avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any
torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.


 


8.
No Recourse. Each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement
may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or
relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against
any Company Non-Party Affiliate or any Acquiror Non-Party Affiliate, and (b) none of the Company Non-Party Affiliates or the Acquiror
Non-Party Affiliates shall have any liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter,
or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this
Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided
herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind
furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section
8, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct
or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives,
successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the
avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner,
member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance
of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or
future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A)
(other than, for the avoidance of doubt, the Company or any of its Subsidiaries).


 






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9.
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) the Required Stockholders make no agreement
or understanding herein in any capacity other than in such Required Stockholder’s capacity as a record holder and beneficial owner
of the Subject Securities and (b) nothing herein will be construed to limit or affect any action or inaction expressly permitted under
the Merger Agreement by any representative of the Required Stockholders in such representative’s capacity as a member of the
board of directors (or other similar governing body) of any Company Party or as an officer, employee or fiduciary of any Company Party
or an Affiliate of the Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of
such Company Party.


 


10.
Further Assurances. From time to time, at the Company’s request and without further consideration, each Party shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested
to effect the actions and consummate the transactions contemplated by this Agreement. Each Required Stockholder further agrees not to
commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any action
or claim, derivative or otherwise, against Acquiror, Acquiror’s Affiliates, the Company or the Company’s Affiliates or any
of their respective successors and assigns challenging the transactions contemplated by this Agreement or the Merger Agreement.


 


11.
Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors
and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement,
expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


12.
Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement
or the Transactions, shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable
to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws
to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.


 


13.
Jurisdiction; Waiver of Jury Trial.
Any Action based upon, arising out of or related to this Agreement or the Transactions may be brought in federal and state courts
located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any
such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that
all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out
of or relating to this Agreement or the Transactions in any other court. Nothing herein contained shall be deemed to affect the right
of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party
in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13. EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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14.
Assignment. No Party shall assign this Agreement or any part hereof without the prior written consent of the Company and
Acquiror. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective
permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 14 shall be null and void,
ab initio.


 


15.
Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing
executed by each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.


 


16.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained
herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the
extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable
with a valid and enforceable provision giving effect to the intent of the Parties.


 


17.
Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly
given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


If prior to the Closing, to Acquiror:


 


Forest Road Acquisition Corp. II


1177 Avenue of the Americas, 5th Floor

New York, NY 10036


Attention: Zachary Tarica, Jeremy Tarica, Idan
Shani


Telephone: (516) 640-9678


E-mail: zachary@forestroadco.com; jeremy@forestroadco.com;
idan@forestroadco.com


 


in each case, with a copy (which shall not constitute
notice) to:


 


Kirkland & Ellis LLP


2049 Century Park East, Suite 3700


Los Angeles, CA 90067


Attention: Monica J. Shilling, P.C.


Telephone: (310) 552-4355


Email: monica.shilling@kirkland.com


 






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and


 


Kirkland & Ellis LLP


4550 Travis Street


Dallas, TX 75205


Attention: Michael Considine, P.C.


Telephone: (214) 972-1770


Email: mpconsidine@kirkland.com


 


If to the Company or, following the Closing,
Acquiror:


 


Hyperloop Transportation Technologies, Inc.


11844 Jefferson Blvd


Los Angeles, CA 90230


Attn: Andres de Leon


E-mail: andres@hyperlooptt.com


 


with copies to:


 


Paul Hastings LLP


1999 Avenue of the Stars, 27th Floor


Los Angeles, CA 90067

Attn: David Hernand

Email: davidhernand@paulhastings.com


 


or to such other address or addresses as the Parties
may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand,
document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary
mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been
duly given unless and until it actually is received by the Party for whom it is intended.


 


18.
Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


19.
Entire Agreement. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof
and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or
any of their respective Subsidiaries relating to the subject matter hereof. No representations, warranties, covenants, understandings,
agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as expressly set forth or referenced
herein.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, each of the Parties has
caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	FOREST ROAD Acquisition Corp. II
	 	 
	 	By:	/s/ Zachary Tarica
	 	 	Name:	Zachary Tarica
	 	 	Title:	Chief Operating Officer


 


Signature Page to Company Support Agreement


 






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	Hyperloop Transportation Technologies, Inc.
	 	 
	 	By:	/s/ Andres de Leon
	 	Title:	Chief Executive Officer
	 	Name: 	Andres de Leon


 


Signature Page to Company Support Agreement


 






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	 	JUMPSTARTER INC.
	 	 	 
	 	By:	/s/ Dirk Ahlborn
	 	Title:	Chief Executive Officer
	 	Name:	Dirk Ahlborn


 


Signature Page to Company Support Agreement


 






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	 	/s/ ANDRES DE LEON
	 	ANDRES DE LEON


 


Signature Page to Company Support Agreement


 






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	 	/s/ DIRK AHLBORN
	 	DIRK AHLBORN


 


Signature Page to Company Support Agreement


 






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SCHEDULE I


 


	Required Stockholder	 	Class of Shares	 	Number of Shares	 
	Jumpstarter Inc.	 	Class B	 	 	100,000,000	 
	Dirk Ahlborn	 	Class A	 	 	2,733,333	 
	Andres de Leon	 	Class A	 	 	602,100	 





 


Schedule I