Exhibit
10.2


 


[●], 2021


 


Tech and Energy Transition Corporation


125 W 55th Street


New York, New York 10019


 


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 by and between Tech and Energy Transition Corporation, a
Delaware corporation (the “Company”), and Citigroup Global Markets Inc., 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 40,250,000 of the Company’s
units (including the Underwriters’ option to purchase additional units of up to 5,250,000 units) (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, Tech and Energy Transition
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 (as defined below), 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 Class A 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 Class A Common Stock owned by it, him or her in connection therewith.


 


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 (as it may be amended from time to
time, 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 ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the
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 Charter (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 does not complete its initial Business Combination within the required time period set forth
in the Charter 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, him or her. The Sponsor and each Insider hereby further waives, with respect to any Class A 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 Class A Common Stock and (y) a stockholder vote to
approve an amendment to the Charter (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 the required time period set forth in the Charter 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 required time period set forth in the Charter).


 


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
Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge or grant any option to purchase or
otherwise dispose of or agree to 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 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, Class A Common Stock, (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 Units, Shares, Warrants or
any securities convertible into, or exercisable, or exchangeable for, Class A Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce an
intention to effect any such transaction specified in clause (i) or (ii); 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 shall 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 or Target who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party or Target, 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. To the extent that the Underwriters
do not exercise their option to purchase up to an additional 5,250,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the
aggregate equal to 1,181,250 and Daniel Hesse agrees that he shall forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 131,250, in each case multiplied by a fraction, (i) the numerator of which is 5,250,000 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 5,250,000. 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. In connection with such increase or decrease in the size of the Public Offering, then (A) the
references to 5,250,000 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 Class A Common Stock included in the Units issued in the Public Offering and (B) the
references to 1,181,250 and to 1,312,500 in the formula set forth in the immediately preceding sentence shall be adjusted to such
number of Founder Shares that the Sponsor and Daniel Hesse would have to return to the Company in order for the number of Founder
Shares 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 an 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 (as defined below) any Founder Shares (or 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 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 agrees
that it, he or she shall not Transfer any Private Placement Warrants (or 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”).


 






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(c) Notwithstanding the provisions set
forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and 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 connection with the forfeiture of any Founder Shares pursuant
to their terms; (g) to a current or future independent director of the Company (as long as, to the extent any Section 16 of the
Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing
includes a practical explanation of the transfer); (h) in connection with any transfer of Founder Shares pursuant to the Company’s
bonus pool arrangements; (i) in the event of the Company’s liquidation prior to the Company’s completion of an
initial Business Combination; (j) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement,
as amended, upon dissolution of the Sponsor; or (k) 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 (h), 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 never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate
in all respects and does not omit any material information with respect to such Insider’s background. The Sponsor and each
Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor and each Insider
represents and warrants that: it 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 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 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 has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or 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.


 






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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 and the Founder Shares;
(iii) “Founder Shares” shall mean the 10.062,500 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 1,312,500
of which are subject to forfeiture depending on the extent to which the Underwriters’ option to purchase additional
Units is exercised); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that
holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up
to 6,000,000 Class A Common Stock of the Company (or 6,700,000 Class A Common Stock if the over-allotment option is
exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $9,000,000 in the aggregate (or
$10,050,000 if the over-allotment option is exercised in full), or $1.50 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 of the Exchange Act, and the
rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b) 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.


 


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.


 


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.


 






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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
(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.


 


20. 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 July
31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page
follows]


 






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        Sincerely,

	 	 
	 	TECH AND ENERGY TRANSITION SPONSOR LLC
	 	 
	 	By:	

	 	 	Name: 
	 	 	Title: Authorized Signatory
	 	

	 	 
	 	
        [other directors and officers]



 


Acknowledged and Agreed:





 


TECH AND ENERGY TRANSITION CORPORATION 




 


	By:	
	 
	 	Name: 	 
	 	Title:   	 


 


[Signature Page to Exhibit 10.2 Letter
Agreement]