Exhibit
10.2


 


[  ], 2021


FoxWayne
Enterprises Acquisition Corp.


1
Rockefeller Plaza, Suite 1039


New
York, New York 10020


 


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 between FoxWayne Enterprises Acquisition Corp.,
a Delaware corporation (the “Company”) and Kingswood Capital Markets, a division of Benchmark
Investments, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the
Company’s units (including up to 750,000 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 redeemable warrant. Each 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 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”) and the Units have
been approved to be 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, FoxWayne Enterprises
Acquisition Sponsor 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 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 engages in a tender offer in connection with any proposed Business Combination,
each Insider agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection
with such tender offer.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
12 months (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate
a Business Combination, as described in more detail in the Prospectus) 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 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
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $50,000
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 of the Company (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 not to propose any amendment to the Company’s amended and restated
certificate of incorporation that would modify (i) 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 12 months (or up to 18 months from the closing
of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail
in the Prospectus) from the closing of the Public Offering or (ii) the other provisions relating to stockholders’ rights
or pre-initial business combination activities, 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 amounts released for payment of taxes)
divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with
respect to shares of Capital Stock owned by it in connection with 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 redeem
100% of the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing of the Public
Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a
Business Combination, as described in more detail in the Prospectus) or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity.


 




    	 



     


    

 


Each
of 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 shares of
Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with 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 (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 12 months from the date
of the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus)).


 


3.
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
accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company
has entered into a letter of intent, confidentiality or other similar agreement for a Business Combination (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 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) $10.10 per share
of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in 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
earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including
a 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. 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.


 


4.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 750,000 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 187,500 multiplied by a fraction, (i) the numerator
of which is 750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 750,000. 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.


 




    	 



     


    

 


5.
Each Insider who is an officer of the Company hereby agrees not become an officer or director of, any other blank check company
with a class of securities registered under the Securities Exchange Act of 1934, as amended, unless the Company has failed to
complete a Business Combination within 12 months after the closing of the Public Offering (or up to 18 months from the closing
of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail
in the Prospectus). Such restriction does not preclude any position as an officer or director of another blank check company held
on the date hereof. For the avoidance of doubt, each Insider who is an officer of the Company are allowed to become an officer
or director of another blank check company upon the Company entering into a definitive agreement with respect to a Business Combination.


 


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, 6, 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 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 or he shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) (i) with respect to 50% of the Founder Shares, for a period ending on the six-month
anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) with respect to the remaining
50% of such Founder Shares, for a period ending on the one-year anniversary of the date of the Company’s initial Business
Combination or (B) subsequent to the Company’s initial Business Combination, 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”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants , Working Capital Warrants
or Extension Loan Warrants (or shares of Common Stock issued or issuable upon the exercise of such warrants) until 30 days after
the completion of a Business Combination (the “Warrant 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,
Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of such 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, any affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers,
directors, direct and indirect equityholders; (b) in the case of an individual, 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) transfers 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) transfers in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; and (g) transfers by virtue of the laws of the State of
Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in
the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement agreeing to be bound
by the restrictions herein.


 




    	 



     


    

 


8.
Each of the Sponsor and the Insiders 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 (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. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to
the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i)
involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding. The Company represents
and warrants that, to its knowledge, (i) none of its advisors has 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,
(ii) each advisor’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 such advisor’s background
and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is 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; and (iii) none of its advisors
has been convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling
of funds of another person, or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant
in any such criminal proceeding.


 


9.
(a) Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged
subsequent to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities
and Exchange Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the
date hereof nor any affiliate thereof 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), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion
of the initial Business Combination: repayment of a loan and advances up to an aggregate of $150,000 made to the Company by Robb
Knie; reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business
Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the
Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial
Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion
of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds
from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price
of $1.00 per warrant at the option of the lender (the “Working Capital Warrants”). Such warrants would
be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. Additionally,
up to $250,000 (or $287,500 if the underwriters’ over-allotment option is exercised in full) may be loaned by the Sponsor
to fund up to two three-month extensions on the period of time in which the Company has to consummate a Business Combination (the
“Extension Loan Warrants”). Such loans may be convertible into warrants at a price of $1.00 per warrant,
which warrants would be identical to the Private Placement Warrants.


 


(b)
Commencing on the effective date of the Prospectus for the Offering and continuing until the earlier of (i) the consummation by
the Company of a Business Combination or (ii) the Company’s liquidation as described in the Prospectus, the Sponsor shall
make available to the Company, at no charge, certain office space and administrative and support services as may be required by
the Company from time to time, situated at 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 (or any successor locations).


 


10.
Each of 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.


 




    	 



     


    

 


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 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share, initially held by the
Sponsor (up to 187,500 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option
is not exercised in full by the Underwriters); (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 2,500,000 shares of Common Stock of the Company (or 2,800,000 shares of Common Stock
if the over-allotment option is exercised in full) that the Sponsor have agreed to purchase for an aggregate purchase price of
$2,500,000 in the aggregate (or $2,800,000 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; (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


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 all parties hereto.


 


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, 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.


 




    	 



     


    

 


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 transmission.


 


19.
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 June 30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


	 	Sincerely,
	 	 
	 	FoxWayne
    Enterprises Acquisition Corp.
	 	 
	 	By:
    	 
	 	Name:	Robb
    Knie
	 	Title:
    	Authorized
    Signatory 
	 	 	 
	 	By:	 
	 	Name:
    	Michael
    Reavey
	 	 	 
	 	By:	 
	 	Name:
    	Jeff
    Pavell
	 	 	 
	 	By:	 
	 	Name:
    	Jonathan
    Hale Zippin
	 	 	 
	 	By:	 
	 	Name:
    	Sundeep
    Agrawal
	 	 	 
	 	By:	 
	 	Name:
    	FoxWayne
    Enterprises Acquisition Sponsor LLC
	 	By:	Robb
    Knie, Managing Member


 


[Signature
Page to Letter Agreement]