Exhibit 10.2


 


_____, 2021


 


Bridgetown 2 Holdings Limited


c/o 38/F Champion Tower


3 Garden Road, Central


Hong Kong


 


Re: Initial Public Offering


 


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 Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”),
and Citigroup Global Markets Inc. and BTIG, LLC, as representatives (the “Representatives”) of the several
underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 29,900,000 of the
Company’s Class A ordinary share shares (including up to 3,900,000 Class A ordinary shares that may be purchased
to cover over-allotments, if any), of $0.0001 par value per share (the “Ordinary Shares”). The Ordinary
Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-251860)
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
“Commission”) and the Company shall apply to have the Ordinary Shares listed on The Nasdaq Capital Market.
Certain capitalized terms used herein are defined in Section 14 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, Bridgetown 2 LLC (the “Sponsor”) and the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team, advisor or
Initial Shareholder (as defined below) (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. The Sponsor and each Insider agrees
that (A) if the Company seeks shareholder approval of a proposed Business Combination, 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
and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval, (B) if the Company engages
in a

tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection
therewith and (C) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation
of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder
approval.


 


2. The Sponsor and each Insider hereby
agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth in 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 Ordinary Shares sold 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 any taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then issued outstanding Offering Shares, which redemption
will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidating
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 shareholders and the Company’s board of directors, dissolve and
liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment
to the Charter (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection
with the Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within the time period described in the Prospectus or (ii) with respect to any other provision relating to shareholders’
rights or pre-Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem
their Ordinary 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 earned on the funds held in the Trust Account and not previously
released to the Company to pay any taxes, 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 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 any claim such Sponsor or Insider may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever
except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for
any Offering Shares such Sponsor or Insider may hold.


 


3. 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, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, 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 Ordinary Shares, Founder Shares or any securities convertible into, or exercisable,
or exchangeable for, Ordinary Shares owned by it, him or her, (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 Ordinary Shares, Founder Shares or any securities
convertible into, or exercisable, or exchangeable for, Ordinary Shares 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 any intention to effect any
transaction specified in clause (i) or (ii). 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 Section 3 or Section 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. Any release or waiver granted shall only be effective two business days after the publication date
of such press release. The provisions of this Section 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 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
or a Business Combination 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 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 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 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. To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 3,900,000 Ordinary Shares within 45 days from the date
of the Prospectus (and as further described in the Prospectus), each of the Sponsor, Daniel Wong and Steven Teichman agrees to
forfeit, at no cost and on a pro rata basis, a number of Founder Shares in the aggregate equal to 975,000 multiplied by a fraction,
(i) the numerator of which is 3,900,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 3,900,000.


 


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 Sections 1, 2, 3, 4, 5, 7(a), 7(b), 8, 9 and 10, 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
agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to
the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, 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, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
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 (or Ordinary Shares issued or issuable upon the conversion
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 Sections 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares 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 Section 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, or any members of the Sponsor or any of their affiliates; (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) transfers by private sales or transfers made in connection with any forward purchase
agreement or similar arrangements or 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 Cayman Islands or the
Sponsor’s memorandum and articles of associations 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 Insiders agrees to be a
director, officer or advisor of the Company, as applicable, until the earlier of the consummation by the Company of an initial
Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the event of the removal or
resignation of an Insider as a director, officer or advisor (as applicable), each Insider agrees that he or she will not, prior
to the consummation of the Business Combination, without the prior express written consent of the Company, (i) use for the benefit
of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required by law or governmental
authority), any information regarding a potential target of the Company that is not generally known by persons outside of the Company,
the Sponsor, or their respective affiliates. The Sponsor shall, for no consideration, make available, or cause to be made available,
to the Company, at c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong, certain office space, utilities and secretarial
and administrative support as may be reasonably required by the Company.


 




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9. The undersigned acknowledges and agrees
that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated with the
Sponsor, any of the officers and directors of the Company or their affiliates or related entities, such transaction must be approved
by a majority of the Company’s disinterested directors and the Company must obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions for the type of company the Company is seeking
to acquire that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


10. 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 (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: 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 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.


 


11. Except as disclosed in 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 or cash payments 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 amounts described in the Prospectus under the heading “Summary – The Offering
– Limited Payments to Insiders.” The officer and directors will not propose any Initial Business Combination unless
such action is approved unanimously by the managers of the Sponsor.


 


12. 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 director
on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


13. Commencing on the effective date
of the Prospectus for the Public 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 as may be required by the Company from time to time, situated at 38/F Champion Tower, 3 Garden
Road, Central, Hong Kong (or any successor locations).


 


14. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively,
the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 7,475,000
of the Company’s Class B ordinary shares, of $0.0001 par value per share, initially issued to the Sponsor (up to 975,000
Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by
the Underwriters) for an aggregate purchase price of $25,000 prior to the consummation of the Public Offering; (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the Warrants to purchase up to 13,400,000 Ordinary Shares of the Company (or 14,960,000 if the
over-allotment option is exercised in full) which the Sponsor has agreed to purchase for an aggregate purchase price of $6,700,000
(or $7,480,000 if the over-allotment option is exercised in full), or $0.50 per whole Private Placement Warrant, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall
mean the trust fund located in the United States into which a portion of the net proceeds of the Public Offering shall be deposited;
(viii) “Transfer” shall mean the (a) sale 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); and (ix) “Charter” shall mean the Company’s memorandum and articles of association,
as the same may be amended from time to time.


 




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15. 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.


 


16. 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
party. Any purported assignment in violation of this Section 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.


 


17. 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.


 


18. 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.


 


19. 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.


 


20. 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.


 


21. 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.


 


22. 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 Section 4 of this Letter Agreement shall survive such liquidation.


 


23. The Company, the Sponsor and each Insider
hereby acknowledges and agrees that the Representatives on behalf of the Underwriters is a third party beneficiary of this Letter
Agreement.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	BRIDGETOWN 2 LLC
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 	Daniel Wong
	 	 	 
	 	By:	 
	 	 	 	Matt Danzeisen
	 	 	 
	 	By:	 
	 	 	 	Samuel Altman
	 	 	 
	 	By:	 
	 	 	 	John R. Hass
	 	 	 
	 	By:	 
	 	 	 	In Joon Hwang
	 	 	 	 
	 	By:	 
	 	 	 	Kenneth Ng
	 	 	 	 
	 	By:	 
	 	 	 	Steven Teichman


 


	Acknowledged and Agreed:	 
	 	 
	 BRIDGETOWN 2 HOLDINGS LIMITED	 
	 	 
	Name: 	Daniel Wong	 
	Title:	Chief Executive Officer and Chief Financial Officer	 



 


[Signature Page to Letter Agreement]