Exhibit 10.2


 


November
19, 2020


 


Cascade
Acquisition Corp.

1900 Sunset Harbour Dr., Suite 2102

Miami Beach, Florida 33139


 


Credit
Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010


 


Morgan
Stanley & Co. LLC

1585 Broadway

New York, New York 10036


 


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 Cascade Acquisition Corp., a Delaware corporation
(the “Company”) and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives
(the “Representatives”) of the several underwriters named in Schedule A 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-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock. Certain capitalized terms
used herein are defined in paragraph 12 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, 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 him or her, 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, including any extension, 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 funds held in the Trust Account and not previously released to
the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of the 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, liquidate and dissolve,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of
other 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 any of the undersigned have acquired IPO Shares in or after the IPO, they 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. 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 disinterested 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. None
of the undersigned, any member of the family of any of the undersigned, or 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 not to Transfer the Founder Shares (or any shares of Common Stock issuable upon conversion thereof) (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 the Company’s initial Business Combination or (2) subsequent
to the Company’s initial Business Combination, (x) if the last reported sale price of Common Stock equals or exceeds $12.00 per
share (as adjusted for stock 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 or (y) the
date 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.


 


(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
Representatives 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 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 not to Transfer any Private Placement Warrants, Working Capital Warrants, or Extension Loan Warrants (or
shares of Common Stock issued or issuable upon the exercise of such warrants), until 30 days after the completion of the Company’s
initial Business Combination.


 






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(d)
Notwithstanding the provisions set forth in paragraphs 5(a) and (c), Transfers by the undersigned of the Founder Shares, Private
Placement Warrants, Working Capital Warrants, and Extension Loan Warrants and shares of Common Stock issued or issuable upon the
exercise of the Private Placement Warrants, Working Capital Warrants, and Extension Loan 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, to Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”),
any members of the Sponsor or their affiliates, any affiliates of the Sponsor, 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, Working
Capital Warrants, and Extension Loan Warrants, or shares of Common Stock, as applicable, were originally purchased; (vi) by virtue
of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (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 (vii) 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, Working Capital
Warrants, and Extension Loan Warrants, and shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants, Working Capital Warrants, and Extension Loan 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.


 


(e)
The undersigned acknowledges and agrees that if, in order to complete any Business Combination, the holders of Founder Shares
or Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities to
be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital
of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private Placement Warrants,
as applicable, pro rata with the other holders of Founder Shares or Private Placement Warrants, as applicable.


 


6. 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 Insider of his or her obligations under paragraphs 1, 2, 3, 4, 5, 7, 10 and 11 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. In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to
the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value
of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust
and taxes payable on the interest earned on the trust account), subject to any existing or future fiduciary or contractual obligations
the undersigned might have.


 


8. The
undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the completion 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 the undersigned as a director or officer (as applicable), the undersigned agrees that he or she
will not, prior to the completion of the Business Combination, without the prior express written consent of the Company, (i) use
for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required by
law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
outside of the Company, the Sponsor, or their respective affiliates. The undersigned’s biographical information previously furnished
to the Company and the Representatives is true and accurate in all material respects, does not omit any material information with
respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously furnished to the
Company and the Representatives is true and accurate in all material respects. The undersigned represents and warrants that:


 


(a)
He or she 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;


 






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(b)
He or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently
a defendant in any such criminal proceeding; and


 


(c)
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.


 


9. The
undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter Agreement
and to serve as a director or officer of the Company, as applicable.


 


10. The
undersigned hereby waives his or her 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 that he or she will not seek redemption with respect to such shares (or sell such shares to the Company in
any tender offer) in connection with any stockholder vote to approve (x) a Business Combination or (y) 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.


 


11. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Section 9.2(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 Section 9.2(d) thereof.


 


12. 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.


 






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13. As
used herein, (i) a “Business Combination” shall mean a merger, 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, directors and sponsors 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) “Working Capital Warrants”
shall mean the warrants that may be issued in connection with financing the Company’s transaction costs in connection with a Business
Combination; (vii) “Extension Loan Warrants” shall mean the warrants that may be issued in connection
with an extension of the period of time the Company has to consummate a Business Combination as set forth in the Charter (viii)
“Transfer” shall mean the (a) 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, (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); (ix) “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 (x) “Registration Statement” means the Company’s registration
statement on Form S-1 (SEC File No. 333-249354) filed with the SEC, as amended.


 


14. 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.


 


15. 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.


 


16. 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]





 






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		Sincerely,
	 	 	 
	 	By:	/s/ Jay Levine 
	 	Name of Insider: Jay Levine
	 	 	 
	 	By:	/s/ Daniel Hirsch
	 	Name of Insider: Daniel Hirsch 
	 	 	 
	 	By:	/s/ Gene Weil
	 	Name of Insider: Gene Weil  
	 	 	 
	 	By:	/s/ Clayton Deutsch
	 	Name of Insider: Clayton Deutsch
	 	 	 
	 	By:	/s/ Julia Gouw
	 	Name of Insider: Julia Gouw
	 	 	 
	 	By:	/s/ Roy A. Guthrie
	 	Name of Insider: Roy A. Guthrie
	 	 	 
	 	By:	/s/ Kevin Ryan
	 	Name of Insider: Kevin Ryan


 






     


     


    

 





		Acknowledged
    and Agreed:
	 	 	 
	 	CASCADE
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Daniel Hirsch
	 	Name: 	Daniel
    Hirsch
	 	Title:	Chief
    Financial Officer and Chief Operating Officer