Exhibit 10.2


 





[●],
2021


 


Social Leverage Acquisition Corp I


8390 E. Via de Ventura, Suite F110-207


Scottsdale, Arizona 85258





 


		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 or proposed to be entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”),
and Barclays Capital Inc. and BofA Securities, Inc., as the underwriters (each an “Underwriter” and collectively,
the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 34,500,000 of the Company’s units (including up to 4,500,000 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 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, Social Leverage Acquisition Sponsor I 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, 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 Shares owned by it, him or her in connection with such stockholder
approval.


 






     


     


    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in
accordance with the Company’s amended and restated certificate of incorporation, the 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 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 earned
on funds held in the Trust Account (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 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 earned on funds held in the Trust Account (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. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by
the Company to purchase shares of 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).


 






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3.
Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior
written consent of the Underwriters, (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 4,500,000 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 1,125,000 multiplied by a fraction, (i) the numerator of which
is 4,500,000 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 4,500,000. 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 stock dividend 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 4,500,000 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 shares of Class A Common Stock included
in the Units issued in the Public Offering, (B) the reference to 1,125,000 in the formula set forth in the first sentence of this
paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Sponsor would have to return to the Company
in order for the number of Founder Shares that the Sponsor owns (together with the Insiders) 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 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 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”).


 






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(b)
The Sponsor agrees that it shall not Transfer any Private Placement Warrants or any shares of Class A Common Stock issued
or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination (the
“Private Placement Warrants Lock-Up Period”, together with the Founder Shares Lock-Up Period, the “Lock-Up
Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 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 directors or officers, any affiliates or family members of
any of the Company’s directors or officers, 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) in the case of a trust, by distribution to one or more of the permissible beneficiaries
of such trust; (f) 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; (g) in the event of the Company’s
liquidation prior to the Company’s completion of an initial Business Combination; (h) by virtue of the laws of Delaware or
the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; or (i) 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 shares of 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 (f), 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.


 






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9.
Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate
of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee,
reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with
any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of
the type of transaction that it is).


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it 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 shares of Class A Common Stock and the Founder Shares;
(iii) “Founder Shares” shall mean the 8,625,000 shares of Class B common stock, par value $0.0001
per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the Warrants to purchase an aggregate of 6,000,000 shares of Class A Common Stock of the Company
that the Sponsor has agreed to purchase for an aggregate purchase price of $9,000,000 in the aggregate, or $1.50 per Warrant, in
a private placement that shall occur substantially concurrently 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 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 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.


 


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.


 






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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.
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.


 


15.
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.


 


16.
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.


 


17.
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.


 


18.
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.


 


19.
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.


 


[Signature page follows]


 




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	 	Sincerely,
	 	 	 
	 	SOCIAL LEVERAGE ACQUISITION SPONSOR I LLC
	 	 	 
	 	By:	                    
	 	 	Name: Paul Grinberg
	 	 	Title:Managing Member



 


	 	               
	 	Howard Lindzon	 
	 	 	 
	 	 
	 	Douglas Horlick	 
	 	 	 
	 	 
	 	Paul Grinberg	 
	 	 	 
	 	 
	 	Michael Lazerow
	 	 
	 	 
	 	Michael Marquez
	 	 
	 	 
	 	Ross Mason
	 	 
	 	 
	 	Brian Norgard
	 	 
	 	 
	 	Katherine Rosa



 


[Signature Page to Letter Agreement]


 




    


     


    

 


	Acknowledged and Agreed: 	 
	 	 
	SOCIAL LEVERAGE Acquisition Corp I	 
	 	 	 
	By:	         	 
	 	Name:	 
	 	Title:	 
	 	 	 









 


[Signature Page to Letter Agreement]