Exhibit 10.2


 


[________], 2021


 


StoneBridge Acquisition Corporation


One World Trade Center


Suite 8500


New York, NY 10007


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”)
of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the
Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant. Each whole warrant (each, a “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 (File No. 333-[__________]) and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall
apply to have the Units 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, StoneBridge Acquisition Sponsor
LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom
is a member of the Company’s board of directors and/or management team (each, an “Insider” and
collectively, the “Insiders”), hereby agree with the Company as follows:


 


1. Proposed Business
Combination. The officer and directors of the Company will not enter into a binding agreement for a proposed Business Combination
or propose any Business Combination to shareholders of the Company unless such action is first approved by the manager(s) of the
Sponsor. Subject to the foregoing, 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. Liquidation;
Charter Amendment; Trust Account Funds.


 


(a) 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 as part of
the Units in the Public Offering (the “Offering Shares”), at a price per Ordinary Share, 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.


 






     


     


    

 


(b) 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 price per Ordinary Share, 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.


 


(c) 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 Account
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 Account for any Offering Shares such Sponsor or Insider may hold.


 


3. Section 16
Matters. 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 Representative, (a) 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 Units, Ordinary Shares, Founder Shares, Private
Placement Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or
her, (b) 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, Ordinary Shares, Founder Shares, Private Placement Warrants 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 (c) publicly announce any intention to effect any transaction specified in clause (a) or (b).
The Sponsor and each Insider acknowledge and agree 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 3 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. Trust
Account Liquidation. 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
(a) any third party for services rendered or products sold to the Company or (b) 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 Offering Share or (ii) such lesser amount per Offering Share 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.


 






     


     


    

 


5. Forfeiture.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (a) the numerator of which is 3,000,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (b) the denominator
of which is 3,000,000. The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Sponsor
and Insiders will own an aggregate of 20.0% of the Company’s issued and outstanding equity shares after the Public Offering.


 


6. Specific Performance.
The parties hereto agree and acknowledge that: (a) the Underwriters, the Sponsor and the Company would be irreparably injured in
the event of a breach by the applicable parties hereto of its, his or her obligations under Section 1, Section 2,
Section 3, Section 4, Section 5, Section 7(a), Section 7(b), Section 8, Section 9,
Section 10, and Section 13, as applicable, of this Letter Agreement (b) monetary damages may not be an adequate remedy
for such breach and (c) 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. Lock-Up Restrictions.


 


(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 (i) one year after the completion of the Company’s initial Business Combination or (ii) subsequent to the
initial Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as
adjusted for share splits, share consolidations, 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 (and the Ordinary Shares issuable upon their
exercise), until 30 days after the completion of the Company’s initial 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 Sections 7(b), Transfers of the Founder Shares, Private Placement
Warrants or the Ordinary Shares issued or issuable upon the 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 (i) to the Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) 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; (iii) in
the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the
case of an individual, transfers pursuant to a qualified domestic relations order; (v) 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;
(vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted
transferees must enter into a written agreement agreeing to be bound by the restrictions herein and by the same agreements
entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and
liquidation distributions).


 






     


     


    

 


8. Director and
Officer Appointments. Each of the Insiders agrees to be a director or officer 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 or officer (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, (a) use for the benefit of the undersigned or to the detriment of the Company or (b) disclose to any third party
(unless required by law or governmental authority), any information regarding a potential Target that is not generally known by
persons outside of the Company, the Sponsor, or their respective affiliates.


 


9. Approval of
Business Combination. Subject to Section 1, each of the undersigned acknowledges and agrees that prior to entering
into a definitive agreement for a Business Combination with a Target that is affiliated with the Sponsor, any of the Insiders of
the Company or their affiliates, 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, another independent entity that commonly renders
valuation opinions for the type of company the Company is seeking to acquire, or an independent accounting firm, that such Business
Combination is fair to the Company from a financial point of view.


 


10. Representation
and Warranties. 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: (a) 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; (b) 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. No Insider
Payments. Except as disclosed in the Prospectus, neither the Sponsor, nor any Insider, nor any affiliate of either 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.”


 


12. Authority
and Capacity. 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. Sponsor Representative


 


(a) The Company and
the Insiders will take all appropriate steps to ensure that the board of directors of the Company consists of [●] members
or as otherwise determined by the Sponsor in accordance with the Charter.


 


(b) The Sponsor shall
be entitled to designate one (1) representative (the “Sponsor Representative”) and the directors of the Company
will, in accordance with the Charter, appoint that Sponsor Representative to the board of directors of the Company as a director
of the Company.


 









     


     


    

 


(c) In the event that
any Sponsor Representative is unable for any reason including lack of qualifications or refusal to serve as a director, then the
Sponsor shall be entitled to name a new nominee to fill such position and the directors of the Company will, in accordance with
the Charter, appoint that Sponsor Representative to the board of directors of the Company as a director of the Company.


 


(d) The Company agrees
that the Sponsor Representative shall be indemnified by the Company for his or her conduct as a director to the same extent and
in the same manner as the current and other directors of the Company are currently indemnified and shall be included on the policy
of directors and officers insurance to the same extent as all other directors.


 


(e) Each of the Insiders
acknowledges and agrees not to take any action resulting in the Company incurring, accruing or being obligated to any expenditure
of $50,000 or greater, without the prior written consent of the Sponsor Representative.


 


14. Defined Terms.
As used herein, (a) “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; (b) “Shares”
shall mean, collectively, the Ordinary Shares, the Founder Shares and the Ordinary Shares issued or issuable upon the conversion
of the Private Placement Warrants or the Founder Shares; (c) “Founder Shares” shall mean the 5,750,00
of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued to the Sponsor (up to 750,000 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, or $0.004 per share, prior to the consummation of the Public Offering; (d) “Private
Placement Warrants” shall mean the 6,000,000 (or up to 6,600,000 depending on the extent to which the Underwriter’s
over-allotment option is exercised) Warrants of the Company that the Company is selling in a private placement that shall occur
simultaneously with the consummation of the Public Offering; (e) “Public Shareholders” shall mean the
holders of securities issued in the Public Offering; (f) “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; (g) “Transfer”
shall mean the (i) 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, (ii) 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 (iii) public announcement of any
intention to effect any transaction specified in clause (g)(i) or (g)(ii); and (h) “Charter” shall mean
the Company’s memorandum and articles of association, as the same may be amended from time to time.


 


15. Entire Agreement.
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. Assignment;
Successors and Assigns. 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. Third-Party
Beneficiaries.


 


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


 


(b) Subject to Section
17(a), nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than
the Representative and 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 Representative, the parties
hereto, and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 






     


     


    

 


18. Counterparts.
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. Severability.
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. Governing
Law; Submission to Jurisdiction. 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 (a) 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 (b) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


21. Notices.
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. Term.
This Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Periods or (b) 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 December 31, 2021; provided, further, that Section 4 of this Letter Agreement shall
survive such liquidation.


 


[Signature Page Follows]


 






     


     


    

 





	 	Sincerely,
	 	 	 
	 	StoneBridge Acquisition Sponsor LLC
	 	 	 
	 	By:	BP SPAC Sponsor LLC
	 	 	Its managing member
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Bhargava Marepally
	 	 
	 	 
	 	Prabhu Antony
	 	 
	 	 
	 	Richard Saldanha
	 	 
	 	 
	 	Sylvia Barnes
	 	 
	 	 
	 	Shamla Naidoo
	 	 
	 	 
	 	Naresh Kothari
	 	 
	 	 
	 	Jeff Najarian



 






     


     


    

 


Acknowledged and Agreed:


StoneBridge Acquisition Company


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Letter Agreement]