Exhibit 10.2


 


[   ], 2020


Blue Water Acquisition Corp.


15 E. Putnam Avenue


Suite 363


Greenwich, CT 06830


 


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 among Blue Water Acquisition Corp., a Delaware corporation (the “Company”),
Maxim Group LLC, as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the
Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder
thereof to purchase one share of 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”) and the Units have
been approved to be listed on the Nasdaq Capital Market. 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, Blue Water Sponsor LLC (the “Sponsor”)
and each of 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 agrees with the
Company as follows:


 


1.  The Sponsor and each Insider agrees
that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.
If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he
or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2.  The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12
months (or
up to 18 months from the closing of the Public
Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)
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, 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 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 earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes (less up to $50,000 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 of the Company
(including the right to receive further liquidation 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 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 other requirements of applicable law. The Sponsor and each Insider agree not to propose
any amendment to the Company’s amended and restated certificate of incorporation that would modify (i) the substance or
timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 12 months from the closing of the Public Offering (or
up to 18 months from the closing of the Public
Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)
 or (ii) the other provisions relating to stockholders’
rights or pre-initial business combination activities, 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 amounts released for payment of
taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights
with respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing of the Public
Offering (or
up to 18 months from the closing of the Public
Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)
 or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity.


 






     


     


    

 


Each of 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 shares of Common Stock held by it, him or her,
if any, any redemption rights it, he or she may have in connection with 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 shares of Common Stock (although the Sponsor, the Insiders and their
respective affiliates 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 12 months from the date of the closing of the Public Offering
(or
up to 18 months from the closing of the Public
Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)).


 


3.  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 (other than the Company’s independent accountants) for
services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered
into a letter of intent, confidentiality or other similar agreement for 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) $10.20 per
share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares 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. 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.


  


4.  To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 750,000 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 the product of 187,500 multiplied by a fraction, (i) the numerator of which is 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 750,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that
the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after
the Public Offering.


 


5.  (a)  Each Insider who is an
officer of the Company hereby agrees not become an officer or director of, any other blank check company with a class of securities
registered under the Securities Exchange Act of 1934, as amended, unless the Company has failed to complete a Business Combination
within 12 months after the closing of the Public Offering (or
up to 18 months from the closing of the Public
Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus).
Such restriction does not preclude any position as an officer or director of another blank check company held on the date hereof.
For the avoidance of doubt, each Insider who is an officer of the Company are allowed to become an officer or director of another
blank check company upon the Company entering into a definitive agreement with respect to a Business Combination.




 






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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, 6(a), 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 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 or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof)
until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization 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 (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, Working Capital Warrants, or Extension Loan Warrants
(or shares of Common Stock issued or issuable upon the exercise of such warrants) until after the completion of a Business
Combination (the “Warrant 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, Working Capital Warrants,
or Extension Loan Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of such 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
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 affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates,
officers, directors, direct and indirect equityholders; (b) in the case of an individual, 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; (c) in the case of an individual, transfers by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic
relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the
Company’s liquidation prior to the completion of an initial Business Combination; and (g) 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 (a) through (e) or (g), these permitted transferees must enter into a written agreement
agreeing to be bound by the restrictions herein.




 


8.  Each of the Sponsor and the Insiders
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. The Sponsor and each
Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, 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;
it, he or she 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,
he or she is not currently a defendant in any such criminal proceeding. The Company represents and warrants that, to its knowledge,
(i) none of its advisors has 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, (ii) each advisor’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 such advisor’s background and each advisor’s questionnaire
furnished to the Company is true and accurate in all respects, (iii) none of its advisors is 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; and (iii) none of its advisors has been convicted of, or pleaded guilty
to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person, or (z) pertaining
to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 






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9.  (a) Except as disclosed in the
Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to the consummation
of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange Commission),
neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate
thereof 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), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement for any out-of-pocket
expenses related to identifying, investigating and consummating an initial Business Combination; and repayment of loans, if any,
and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers
or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender (the
“Working Capital Warrants”). Such warrants would be identical to the Private Placement Warrants, including
as to exercise price, exercisability and exercise period. Additionally, up to $1,000,000, (or $1,150,000 if the underwriters’
over-allotment option is exercised in full) may be loaned by the Sponsor to fund up to two three-month extensions on the period
of time in which the Company has to consummate a Business Combination (the “Extension Loan Warrants”).
Such loans may be convertible into warrants at a price of $1.00 per warrant, which warrants would be identical to the Private
Placement Warrants.


 


(b) Commencing on the
effective date of the Prospectus for the Offering and continuing until the earlier of (i) the consummation by the Company of a
Business Combination or (ii) the Company’s liquidation as described in the Prospectus, the Sponsor shall make available to
the Company, at no charge, certain office space and administrative and support services as may be required by the Company from
time to time, situated at 1177 Avenue of the Americas, Floor 40, New York, NY 10036 (or any successor locations). 


 


10.  Each of 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.


 


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) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean
the 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up to
187,500 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
in full by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any other
holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants”
shall mean the warrants to purchase up to 3,145,000 shares of Common Stock of the Company (or 3,145,000 shares of Common Stock
if the over-allotment option is exercised in full) that the Sponsor have agreed to purchase for an aggregate purchase price of
$3,145,000 in the aggregate (or $3,445,000 if the over-allotment option is exercised in full), or $1.00 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; (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 Securities Exchange Act of 1934, as amended, 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).


 






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12. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. 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, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. 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 transmission.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (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 March 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






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        Sincerely,

	 	 
	 	BLUE WATER ACQUISITION CORP.
	 	 
	 	By: 	 
	 	Name:

    Title:	Joseph
        Hernandez

        Authorized
        Signatory

	 	 	 
	 	By:	 
	 	Name:  	Joseph
    Hernandez
	 	 	 
	 	By:	 
	 	Name:  	Kimberly
    Murphy
	 	 	 
	 	By:	 
	 	Name:  	James
    Sapirstein
	 	 	 
	 	By:	 
	 	Name:  	Michael
    Lerner
	 	 	 
	 	By:	 
	 	Name:  	Yvonne
    McBurney 
	 	 	 
	 	By:	 
	 	Name:  	Blue Water Sponsor
    LLC 



 


[Signature Page to Letter Agreement]