Exhibit 10.2


 


[●],
2021


 


Keter1
Acquisition Corporation


2093
Philadelphia Pike #1866


Claymont,
DE 19703


 


		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 among Keter1 Acquisition
Corporation., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Credit
Suisse Securities (USA), as the representatives of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder thereof to purchase one Ordinary Share 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 a 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, Keter Holdings, LLC,
a Cayman Islands limited liability company (the “Sponsor”), and the other undersigned persons (each,
an “Insider” and collectively, the “Insiders”), hereby agrees, severally and
not jointly, with the Company as follows:


 


1. The
Sponsor and each Insider agrees with the Company that 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 (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 shareholder approval.


 




     


     


    

 


2. The
Sponsor and each Insider hereby agrees with the Company 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 shareholders in
accordance with the Company’s amended and restated memorandum and articles of association, as they may be amended from time
to time, 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, redeem
100% of the Ordinary Shares 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
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (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 shareholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to not propose
any amendment to the Company’s amended and restated memorandum and articles of association (i) 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 (ii) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering
Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then 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 and Private Placement 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 shareholder vote to approve
such Business Combination or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association (i) 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 (ii) with respect to any other provision relating to shareholders’ 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).


 




    2


     


    

 


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 Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, offer, sell, contract to sell, pledge or
otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 (“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 Units, Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce an intention to
effect any such transaction; 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). The provisions of
this paragraph 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 (other than the
Company’s independent registered public accountants) 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 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 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, 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 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.


 




    3


     


    

 


5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 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 937,500 multiplied by a fraction, (i) the numerator of which
is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 3,750,000. All references in this Letter Agreement to Founder Shares of the Company being forfeited
shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture
will be adjusted to the extent that the over-allotment option 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
(not including the Private Placement Shares).


 


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 (as defined below) 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 and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, 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 following the completion of the Company’s initial Business Combination 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 agree that it, he or she shall not Transfer any Private Placement Units, including the Private Placement
Shares and one-third of one redeemable warrant (“Private Placement Warrants”) included therein or any
Ordinary Shares issued or issuable upon the conversion or exercise of the Private Placement Warrants, until 30 days after the
completion of a Business Combination (the “Private Placement Units 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 Units, Private Placement
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 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 the Company’s directors or officers, the Sponsor, any members of the Sponsor or any affiliates of the Sponsor;
(b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of
an initial Business Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational
documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, share
exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right
to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial
Business Combination; provided, however, that, in the case of clauses (a) through (e), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this LetterAgreement.


 




    4


     


    

 


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. Each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. Each Insider
represents and warrants that: it is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant
in any such criminal proceeding.


 


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


 


10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/ or a director on the board of directors of the Company and hereby consents to being
named in the Prospectus as an officer and/ or a director of the Company.


 




    5


     


    

 


11. 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, the Founder Shares, Private Placement Shares, and Ordinary Shares underlying the
Private Placement Warrants;; (iii) “Founder Shares” shall mean the 7,187,500 Class B Ordinary Shares,
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 any Insider that holds Founder Shares; (v) “Private Placement Shares”
shall mean the 775,000 shares of Ordinary Shares underlying the Private Placement Units (or 850,000 shares of Ordinary Shares
if the over-allotment option is exercised in full); (vi) “Private Placement Units” shall mean the
775,000 units of the Company (or 850,000 units if the over-allotment option is exercised in full) that the Founders have agreed
to purchase for an aggregate purchase price of $7,750,000 in the aggregate (or $8,500,000 if the over-allotment option is exercised
in full), or $10.00 per unit, in a private placement that shall occur substantially concurrently with the consummation of 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, (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 (1) each Insider that is the subject of any such change, amendment, modification or waiver
and (2) the Sponsor.


 


13. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


14. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be
for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees; provided, however, that the Underwriters shall benefit from the provisions set forth in paragraph 3, which
such paragraphs shall not be amended or modified without the written consent of the Underwriters.


 


15. 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.


 




    6


     


    

 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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.


 


20. 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]


 




    7


     


    

 


	 	Sincerely,
	 	 
	 	KETER HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	D Capital LLC
	 	
	 	 
	 	Omer Cygler
	 	 
	 	Migdal Insurance Company Ltd.
	 	 
	 	 
	 	By: Guy Fischer
	 	Its: COI
	 	 
	 	 
	 	By: Noam Boas
	 	Its: Portfolio Manager
	 	 
	 	 
	 	Oren Zeev
	 	 
	 	 
	 	Yuval Tal
	 	 
	 	 
	 	Shlomo Kalish
	 	 
	 	 
	 	Micha Kaufman
	 	 
	 	 
	 	Nir Zohar
	 	 
	 	 
	 	Michael Ronen



 


[Signature Page to Letter Agreement]


 






     


     


    

 


	 	The Joseph and Tarrah Pollaro Revocable Trust
	 	
	 	 
	 	By:
	 	Its:
	 	 
	 	Nehemiah and Lili Zucker Revocable Trust
	 	 
	 	 
	 	By:
	 	Its:
	 	 
	 	Goldman- Valeriote Family Trust
	 	 
	 	 
	 	By:
	 	Its:


 


[Signature Page to Letter Agreement]

 




     


     


    

 


	Acknowledged and Agreed: 	 
	 	 
	KETER1 ACQUISITION CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Letter Agreement]