Exhibit 10.2


 


[●], 2021


 


Golden Arrow Merger Corp.


10 E. 53rd Street, 13th Floor


New York, NY 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”)
by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as the
representative (the “Representative”) of the several underwriters named therein (each an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased
to cover the Underwriters’ option to purchase additional units, 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
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 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, Golden Arrow 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 agree that
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it or he shall (i) vote any Shares owned by it or him 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 or him 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 or he will not sell or tender any Shares
owned by it or him in connection therewith.


 


2. The Sponsor and each Insider hereby agree
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 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 liquidating 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 agree 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 acknowledge
that it or he 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 waive, with respect to any Shares held by it or him, if any, any redemption rights it or he 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 date of commencement of sales of the Public Offering and
ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative,
(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.


 


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.


 






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5. (a) To the extent that the Underwriters
do not exercise their option to purchase up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), (x) the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in
the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased
by the Underwriters upon the exercise of their option to purchase additional Units and (ii) the denominator of which is 3,750,000.
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 capitalization
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.


   


6. The Sponsor and each Insider hereby agree
and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or Insider of its or his obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b) 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 agree
that it or he shall not Transfer (as defined below) 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 Class
A 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”).


 


(b) The Sponsor and each Insider agree that
it or he shall not Transfer any Private Placement Warrants or any shares of Class A Common Stock issued or issuable upon the conversion
or 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
officers or directors, any affiliates or family members of any of the Company’s officers or directors, 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) 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; (f) in the event of the Company’s liquidation prior to the Company’s completion
of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
company agreement, as amended, upon dissolution of the Sponsor; 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 Public Stockholders having the
right to exchange their 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 (e), 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.


 






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8. The Sponsor and each Insider represent
and warrant that it or he 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 represent and
warrant that: it 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 or he
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 or he is not currently a defendant
in any such criminal proceeding.


 


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 have full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or
a director of the Company.


 


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 Class A Common Stock, the Founder Shares and Class A Common Stock underlying the Private Placement Warrants;
(iii) ”Founder Shares” shall mean the 7,187,500 shares of Class B common stock, par value $0.0001
per share, issued and outstanding immediately prior to the consummation of the Public Offering (up to 937,500 shares of which are
subject to complete or partial forfeiture by the Sponsor to the extent the over-allotment option is not exercised by the Underwriters);
(iv) ”Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v)
“Private Placement Warrants” shall mean the warrants to purchase shares of Class A Common Stock of the
Company that will be acquired by the Sponsor for an aggregate purchase price of $6,750,000 (or up to $7,500,000 if the Underwriters’
exercise their over-allotment option), or $1.50 per warrant, in a private placement that shall close 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 a portion of the proceeds from the sale of the Private Placement Warrants shall be deposited;
and (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, 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.


 






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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
and the Sponsor that is the subject of any such change, amendment modification or waiver and (2) the Company.


  


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. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees; provided, however,
that the Underwriters shall benefit from the provisions set forth in paragraph 3, which such paragraphs shall not be amended or
modified without the written consent of the Representative.


 


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. 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.


 


18. 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.


 


19. 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, and no party
shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations
and notice obligations.


 


20. The Company will maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


21. 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.


 


[Signature page follows]


 




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	 	Sincerely,
	 	 	 
	 	GOLDEN ARROW Sponsor, LLC
	 	 	 
	 	By:	 
	 	 	Name:   	              
	 	 	Title: 	 


 


	 	By:	 
	 	 	Name: Timothy Babich
	 	 	 
	 	By:	 
	 	 	Name: Jacob Doft
	 	 	 
	 	By:	 
	 	 	Name: Lance Hirt
	 	 	 
	 	By:	 
	 	 	Name: Andrew Rechtschaffen
	 	 	 
	 	By:	 
	 	 	Name: Brett Barth
	 	 	 
	 	By:	 
	 	 	Name: Lloyd Dean
	 	 	 
	 	By:	 
	 	 	Name: Steven Klosk
	 	 	 
	 	By:	 
	 	 	Name:





 






     


    




    

  


	Acknowledged and Agreed: 	 
	 	 	 
	Golden Arrow Merger Corp.	 
	 	 	 
	By:	 	 
	Name:  	Timothy Babich	 
	Title:	Chief Executive Officer