Exhibit 10.2


 


Anzu Special Acquisition Corp I

12610 Race Track Road, Suite 250

Tampa, FL 33626


 


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 Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and BofA
Securities, Inc. and Barclays Capital Inc., as representatives (“the Representatives”) of the several underwriters
(the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public
Offering”) of 48,300,000 of the Company’s units (including up to 6,300,000 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 “Common Stock”), and one-third of one redeemable warrant. Each whole
Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of
$11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”), and the Company has applied to have the Units listed on the Nasdaq Capital Market. Certain
capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Anzu SPAC GP I 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 (each, an
 “Insider” and collectively, the “Insiders”), hereby severally (and not jointly and severally)
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 seeks to consummate a proposed Business Combination by engaging in a tender offer,
the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Capital Stock owned by it, him or
her in connection therewith.


 






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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 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 “Charter”), 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 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 (less
up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number
of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights
as stockholders (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 to
not propose any amendment to the Charter that would 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 24 months from the closing of the Public
Offering, or with respect to any other material provisions 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 issued and outstanding Offering
Shares.


 







The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account 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 (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 Common Stock and (y) a stockholder vote to approve an amendment to the Charter (i) 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 24 months of the closing of the Public Offering or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity (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 24 months from the closing of the Public Offering ).


 






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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 Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 (“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 Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of
Common Stock, or publicly announce an intention to effect any such transaction; 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). The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


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 for services
rendered (other than the Company’s independent registered public accountants) 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 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 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, 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 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. For the avoidance of doubt, none of the
Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation,
claims by vendors and prospective target businesses.


 









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5.         To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 6,300,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to the product of 1,575,000 multiplied by a fraction, (i) the numerator
of which is 6,300,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 6,300,000. 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. To the extent that the size of the Public Offering is
increased or decreased, the Company will effect a capitalization or share repurchase, redemption or stock split 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 Capital Stock of the Initial Stockholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding
Capital Stock upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public
Offering, (A) references to 6,300,000 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 shares included in the Units issued in the Public Offering and (B) the
reference to 1,575,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder
Shares that the Sponsor would have to return to the Company in order to hold (with all of the Initial Stockholders) an aggregate
of 20.0% of the Company’s issued and outstanding Capital Stock 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 an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b),
and 9, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 


7.       (a)       The
Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of 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) if the closing price of the 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
or (y) 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 Common Stock for
cash, securities or other property (the “Founder Shares Lock-up Period”).


 









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(b)       The
Sponsor and each Insider agree that it, he or she shall not Transfer any Private Placement Warrants (or shares of 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 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and
shares of 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, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, the Sponsor, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual,
transfers 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) 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 an initial Business Combination; (g) in the case of
an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or (h) 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 Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the initial Business Combination; provided, however, that, in the
case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein.


 


8.         The
Sponsor and each Insider represent and warrant 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.
Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants
that: 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; 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 he 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, he or she 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.


 


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) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 12,075,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (or 10,500,000
shares if the over-allotment option is not exercised by the Underwriters) initially held by the Sponsor; (iv) “Initial
Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering;
(v) “Private Placement Warrants” shall mean the warrants to purchase up to 12,400,000 shares of Common
Stock (or 13,660,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
for an aggregate purchase price of $12,400,000 in the aggregate (or $13,660,000 if the over-allotment option is exercised in full),
or $1.00 per warrant, in a private placement that shall occur simultaneously 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 and the sale of the Private Placement
Warrants 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 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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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.


 







13.         Except
as otherwise provided herein, 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.         Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any
right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15.         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.


 


16.         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.


 


17.         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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18.         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.


 







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 or other electronic 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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement
shall survive such liquidation for a period of six years.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	
        ANZU SPAC GP I LLC

        

	 	 
	 	By: 	/s/ Whitney Haring-Smith
	 	 	Name:  Whitney Haring-Smith
	 	 	Title:  Managing Member


 




[Signature
Page to Letter Agreement]


 






    


     


    

 



	/s/ William Wulfsohn	 
	Name:  William Wulfsohn 	 


 




	/s/ Whitney Haring-Smith	 
	Name:  Whitney Haring-Smith  	 


 




	/s/ John W. Joy	 
	Name:  John W. Joy  	 


 




	/s/ Peter J. Ganz	 
	Name:  Peter J. Ganz  	 


 




	/s/ Teresa A. Harris	 
	Name:  Teresa A. Harris	 


 




	/s/ Priya Cherian Huskins 	 
	Name:  Priya Cherian Huskins 	 


 




	/s/ Susan J. Kantor 	 
	Name:  Susan J. Kantor 	 


 


[Signature
Page to Letter Agreement]


 






    


     


    

 




	Acknowledged and Agreed:	 
	 	 
	

        ANZU SPECIAL ACQUISITION CORP I
	 
	 	 
	By: 	/s/ John W. Joy	 
	 	Name:  John W. Joy	 
	 	Title:  Chief Financial Officer	 


 


[Signature
Page to Letter Agreement]