Exhibit 10.2


 


January 7, 2021


 


KL Acquisition Corp


111 West 33rd Street, Suite 1910


New York, NY, 10120


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter (the “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between KL Acquisition Corp, a Delaware corporation (the “Company”) and Goldman Sachs &
Co. LLC, as representative (the “Representative”) of the several underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant,
each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). 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 IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


		1.	If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination.



 


		2.	In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
amended and restated certificate of incorporation, as the same may be further amended from time to time (the “Charter”),
the undersigned will, as promptly as possible, take all necessary actions 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,
redeem the IPO 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 Trust Account not previously released to the Company to pay its tax obligations, if any (less
up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption
will completely extinguish 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 the cases
of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and
other requirements of applicable law. The undersigned hereby waives any and all right, title, interest or claim of any kind in
or to any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation with respect
to the Founder Shares owned by the undersigned. However, if the undersigned has acquired IPO Shares in or after the IPO, it will
be entitled to liquidating distributions from the Trust Account with respect to such IPO Shares in the event that the Company does
not complete a Business Combination within the time period set forth in the Charter. In the event of the liquidation of the Trust
Account, the undersigned agrees that it will be liable to the Company if and to the extent any claims by a third party (other than
the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a
prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per IPO Share and (ii) the actual amount per IPO Share held in
the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per IPO Share due to reductions in
the value of the assets in the Trust Account, in each case less interest that may be withdrawn to pay the Company’s tax obligations,
if any; provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it
apply to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that
there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s
liquidation.



 






     


     


    

  


		3.	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 undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s independent directors and the Company must obtain an opinion from an independent
investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent accounting firm that
such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.



 


		4.	Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
or other cash payment from the Company prior to, or for services rendered in order to effectuate, the completion of the Business
Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement adjacent to
the caption “Prospectus Summary—The Offering—Limited payments to insiders.”



 


		5.	(a) The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted
transferees as described in the Registration Statement or herein) (the “Lockup”) until the earlier to
occur of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the
Company’s initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange 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. Notwithstanding the foregoing, if the closing price of the Company’s Common
Stock equals or exceeds $12.00 per share (as adjusted for share splits, stock capitalizations, 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 will be released from the Lockup.



 






     


     


    

 


		(b)	Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date
of the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent
of the Representative pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, hedge 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) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate
of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement
with the Securities and Exchange Commission (the “SEC”) in respect of, 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 SEC
promulgated thereunder with respect to, any other Units, shares of Common Stock, Founder Shares or Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock 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 Units, shares
of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of 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 any intention to effect any transaction, including the filing of a registration statement, specified
in clause (i) or (ii). The provisions of this paragraph will not apply (i) to the transfer of Founder Shares to any independent
director appointed or elected to the Company’s board of directors before or after the IPO or (ii) if the release or
waiver is effected solely to permit a transfer not for consideration and, in each case 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.



 


		(c)	The undersigned agrees that until the Company completes an initial Business Combination, the undersigned’s Private Placement
Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to
the undersigned’s Private Placement Warrants.



 


		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned
of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private
Placement Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any
affiliates or family members of any of the Company’s officers or directors, any members or partners of the undersigned or
their affiliates, any affiliates of the undersigned, or any employees of such affiliates; (ii) 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 one of the
individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an
individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual,
pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the completion
of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or shares
of Common Stock, as applicable, were originally purchased; (vi) by virtue of the undersigned’s organizational documents
upon liquidation or dissolution of the undersigned; (vii) to the Company for no value for cancellation in connection with
the completion of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion
of a Business Combination; or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through
(vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. For
the avoidance of doubt, the transfers of Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable
upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether
a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such
transfers.



 






     


     


    

 


		6.	The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects.



 


		7.	The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this Letter Agreement.



 


		8.	The undersigned hereby waives any right to exercise redemption rights with respect to any of the Company’s shares of
Common Stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares
or IPO Shares, and agrees not to seek redemption with respect to such shares (or sell such shares to the Company in any tender
offer) in connection with (x) the consummation of a Business Combination or (y) any stockholder vote to approve an amendment
to the Charter 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 shares of Common Stock if the Company has not completed a Business Combination
within the time period set forth in the Charter or with respect to any other provisions relating to stockholders’ rights
or pre-initial business combination activity.



 


		9.	The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Paragraph 25(d) of the Charter prior
to the completion of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their
shares of Common Stock upon such approval in accordance with such Paragraph 25(d) thereof.



 


		10.	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 undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to
this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 


		11.	As used herein, (i) a “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities; (ii) “Insiders” shall mean all officers and directors, and the sponsor of the Company
immediately prior to the IPO; (iii) “Founder Shares” shall mean all of the Class B Common Stock
of the Company, par value $0.0001 per share, acquired by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Placement Warrants”
shall mean the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust
Account” shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the
proceeds from the sale of the Private Placement Warrants will be deposited; and (vii) “Registration Statement”
means the Company’s registration statement on Form S-1 (SEC File No. 333-251398) filed with the SEC, as amended.



 






     


     


    

 


		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.	The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.



 


		14.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach of
this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their rights,
interests, or obligations hereunder without the prior written consent of the other party. 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.



 


[Signature Page Follows]


 






     


     


    

 


	 	KL SPONSOR LLC
	 	 
	 	 
	 	By:	/s/ Doug Logigian
	 	Name: Doug Logigian
	 	Title:   Authorized Signatory
	 	 
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	 
	 	KL ACQUISITION CORP
	 	 
	 	 
	 	By:	 /s/ Doug Logigian
	 	Name: Doug Logigian
	 	Title:   Chief Executive Officer




 


[Signature Page to Letter Agreement
(Sponsor)]