Exhibit 10.4


 


March
16, 2020


Tech
and Energy Transition Corporation


125
W 55th Street


New
York, New York 10019


 


		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 by and between Tech and Energy Transition Corporation, a
Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as the representative (the
“Representative”) of the several underwriters named therein (each an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 44,275,000 of the Company’s units (including the Underwriters’ option to purchase additional
units of up to 5,775,000 units) (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, Tech and Energy Transition
Sponsor 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 (as defined
below), 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 Class A Common Stock owned by it, him or her in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer,
the Sponsor and each Insider agrees that it, he or she will not sell or tender any Class A Common Stock owned by it, him or her
in connection therewith.


 


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 (as it may be amended from time to
time, 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 ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the 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 (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 Charter (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 does not complete its initial Business Combination within the required time period set forth in the
Charter 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 (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, him or her. The Sponsor and each Insider hereby further waives, with respect to any Class A Common
Stock 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 Class A Common Stock and (y) a stockholder
vote to approve an amendment to the Charter (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 the required time period set forth in the Charter 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 required time period set forth in the
Charter).


 


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
Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge or grant any option to purchase 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)), 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, Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, Class A Common Stock, (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, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Class A 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 an intention to
effect any such transaction specified in clause (i) or


(ii);
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 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. 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.


 






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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 or 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 or Target, 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. To
the extent that the Underwriters do not exercise their option to purchase up to an additional 5,775,000 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 1,299,375 and Daniel Hesse agrees that he shall forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 144,375, in each case multiplied by a fraction, (i) the numerator of which is 5,775,000
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 5,775,000. 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 capitalization 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 5,775,000 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 Class A Common Stock included in the Units issued in the Public Offering
and (B) the references to 1,299,375 and to 144,375 in the formula set forth in the immediately preceding sentence shall be adjusted
to such number of Founder Shares that the Sponsor and Daniel Hesse would have to return to the Company in order for the number
of Founder Shares 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 an 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 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 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 and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Class A Common
Stock 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 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 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 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, (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 connection with the forfeiture of
any Founder Shares pursuant to their terms; (g) to a current or future independent director of the Company (as long as, to the
extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section
16 of the Exchange Act filing includes a practical explanation of the transfer); (h) in connection with any transfer of Founder
Shares pursuant to the Company’s bonus pool arrangements; (i) in the event of the Company’s liquidation prior to the
Company’s completion of an initial Business Combination; (j) by virtue of the laws of Delaware or the Sponsor’s limited
liability company agreement, as amended, upon dissolution of the Sponsor; or (k) 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 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 (h), 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.


 


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.


 






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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 Class A Common Stock and the Founder
Shares; (iii) “Founder Shares” shall mean the 11,068,750 shares of Class B common stock, par value
$0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering (up to 1,443,750 of
which are subject to forfeiture depending on the extent to which the Underwriters’ option to purchase additional Units
is exercised); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds
Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
7,366,667 Class A Common Stock of the Company (or 8,136,667 Class A Common Stock if the over-allotment option is exercised in
full) that the Sponsor has agreed to purchase for an aggregate purchase price of $11,050,000.50 in the aggregate (or
$12,205,000.50 if the over-allotment option is exercised in full), or $1.50 per Warrant, in a private placement that shall
occur simultaneously 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 and the sale of the Private Placement Warrants
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 Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any
intention to effect any transaction specified in clause (a) or (b) 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.


 


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.


 


15. 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.


 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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.


 


20. 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 July 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.


 


[Signature
page follows]


 




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	 	Sincerely,
	 	 
	 	TECH AND ENERGY TRANSITION SPONSOR LLC
	 	 
	 	By:	
        /s/ Lawrence
        Handen

        

	 	 	Name: 	Lawrence Handen 
	 	 	Title: 	Authorized Signatory
	 	
         

	 	By:	
        /s/ Tobias
        Bachteler

        

	 	 	Name: 	Tobias Bachteler 
	 	 	Title: 	Authorized Signatory



 


	Acknowledged
    and Agreed:	 
	 	 
	TECH AND ENERGY TRANSITION CORPORATION
	 	 	 
	By:	/s/ John
Spirtos       
	 
	 	Name: 	John Spirtos	 
	 	Title: 	Chief Executive Officer and President	 


 






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	 	DANIEL R. HESSE
	 	 
	 	/s/ Daniel R. Hesse
	 	 
	 	DAVID ROSEMAN
	 	 
	 	/s/ David Roseman
	 	 
	 	LAWRENCE HANDEN
	 	 
	 	/s/ Lawrence Handen
	 	 
	 	STEPHAN FEILHAUER
	 	 
	 	/s/ Stephan Feilhauer
	 	 
	 	GAUTHAM SRINIVAS
	 	 
	 	/s/ Gautham Srinivas
	 	 
	 	GREG CALLMAN
	 	 
	 	/s/ Greg Callman
	 	 
	 	JOHN SPIRTOS
	 	 
	 	/s/ John Spirtos
	 	 
	 	VIRGINIA BREEN
	 	 
	 	/s/ Virginia Breen
	 	 
	 	GREGORY GILMORE
	 	 
	 	/s/ Gregory Gilmore
	 	 
	 	JAMES AVERY
	 	 
	 	/s/ James Avery
	 	 
	 	DIARMUID O’CONNELL
	 	 
	 	/s/ Diarmuid O’Connell


 


[Signature Page to Exhibit 10.2 Letter
Agreement]


 


 


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