Exhibit
10.2


 


[●],
2018


 


Spartan
Energy Acquisition Corp.


9
West 57th Street, 43rd Floor


New
York, NY 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 among Spartan Energy Acquisition Corp., a Delaware
corporation (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC,
as representatives (the “Representatives”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of [             ] of the Company’s
units (including up to [              ] units which 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 “Class A
Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder thereof to purchase one share of the 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 the registration statement on Form S-1 No. 333-226274 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 New York Stock Exchange. 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, Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability
company (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 agree with the Company as follows:


 


1. The Sponsor and each Insider agree 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 vote all Founder Shares and any shares acquired by it, him or her in the Public Offering or the secondary public
market in favor of such proposed Business Combination.


 


2. The Sponsor and each Insider hereby
agree 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, 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 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 not previously released to the Company to pay its franchise
and income taxes (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 Public Stockholders’ rights as stockholders (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 the Insiders agree to not propose any amendment to the Company’s
amended and restated certificate of incorporation that would affect 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 24 months from the closing
of the Public Offering, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay
its franchise and income taxes, 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. The Sponsor
and each Insider hereby further waives, with respect to any shares of the Common Stock held by it, him or her, 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 the Common Stock and in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation in a manner that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Company’s public shares if the Company has not consummated a Business Combination within
24 months from the closing of the Public Offering (although the Sponsor, the Insiders and their respective affiliates shall be
entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) it
or they hold if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public
Offering or such later date as may be specified in an amendment to the Company’s Amended and Restated Certificate of Incorporation).







 


3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned
shall not, without the prior written consent of the Representatives, (i) 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, and the rules and regulations of the Commission promulgated thereunder, any Units, shares of
Class A Common Stock, shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him, her or it, (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 Class A Common Stock owned by him, her or it, 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 specified in clause (i) or
(ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions
shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering. 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. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. 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.


 


4. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer,
member or manager 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 public 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 or 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 the lesser of (i)
$10.00 per share of the Offering Shares and (ii) the actual 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 including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
taxes, less franchise and income taxes payable, except as to any claims by a third party or Target that executed an agreement
waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the
event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible
for any liability as a result of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the
Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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.


 






    	 	2	 



     


    

 





5. To the extent that the Underwriters do
not exercise their over-allotment option to purchase an additional [       
] Units (as described in the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit, for cancellation
at no cost, a number of Founder Shares equal to [           ] multiplied by a
fraction, (i) the numerator of which is [           ] minus the number of Units
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is [          
]. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so
that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public
Offering. The Sponsor further agrees that to the extent that (a) the size of the Public Offering is increased or decreased and
(b) the Sponsor has either purchased or sold shares of Common Stock or an adjustment to the number of Founder Shares has been effected
by way of a stock split, stock dividend, reverse stock split, contribution back to capital or otherwise, in each case in connection
with such increase or decrease in the size of the Public Offering, then (A) the references to [          
] 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 Shares included in the Units issued in the Public Offering and (B) the reference to [           ]
in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor
would have to collectively return to the Company in order for all holders of Founder Shares to hold an aggregate of 20.0% of the
Company’s issued and outstanding shares of Common Stock after the Public Offering.


 


6. (a) The Sponsor and each Insider hereby
agree not to participate in the formation of, or become an officer or director of, any other blank check company until the Company
has entered into a definitive agreement with respect to a Business Combination or the Company has failed to complete a Business
Combination within 24 months after the closing of the Public Offering.


 


(b) Each of the Sponsor and each Insider
hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of
a breach by such Sponsor or Insider of his, her or its obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b) and 7(d) 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) Subject to the exceptions set forth
herein, the Sponsor and each Insider agree not to transfer, assign or sell any Founder Shares held by it, him or her until one
year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, (i) 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 consummation of a Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock 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 (the “Lock-up”).


 


(b) Subject to the exceptions set forth
herein, the Sponsor and each Insider agree not to transfer, assign or sell any Private Placement Warrants or Class A Common Stock
underlying such warrants held by it, him or her, until 30 days after the completion of a Business Combination.


 






    	 	3	 



     


    

 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common
Stock underlying 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 any applicable requirements of 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 their affiliates, or any affiliates of the Sponsor (b) in the case of an individual, by gift to
members 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; (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 virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution
of the Sponsor; (f) 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 shares were originally purchased; (g) in the event of the Company’s liquidation prior
to the completion of a Business Combination; (h) to any “Permitted Transferee” as defined in the Forward
Purchase Agreement; or (i) in the event of completion of a liquidation, merger, stock 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 (a) through (f) and (h), these permitted transferees must enter into a written agreement agreeing to be bound by these
transfer restrictions.


 


 (d) The undersigned acknowledges and agrees that if, in order to consummate 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 Founders' Shares
or Private Placement Warrants, as applicable.







 


8.
Each Insider’s biographical information furnished to the Company and the Representatives that is 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 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. Each Insider’s questionnaire furnished to the Company and the Representatives
including any such information that is included in the Prospectus is true and accurate in all respects. Each Insider
represents and warrants that: such Insider 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; such Insider 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 such Insider is not currently a defendant in any such criminal proceeding; and neither such Insider nor
the Sponsor 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. (a) Except as disclosed
in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer of the Company, shall receive
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). However, such persons may receive the following payments, 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 of up to $300,000 made to the Company by the Sponsor, pursuant to a Promissory Note dated October 18, 2017;
payment of an aggregate of $10,000 per month, to the Sponsor, for office space, utilities, secretarial support and administrative
services, pursuant to an Administrative Services Agreement, dated [ ], 2018; reimbursement for any reasonable out-of-pocket expenses
related to identifying, investigating, negotiating 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 an affiliate of the Sponsor
or certain of the Company’s officers and 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 $1.50 per warrant at
the option of the lender. Such warrants shall be identical to the Private Placement Warrants, including as to exercise price,
exercisability and exercise period.







 


10. The Sponsor and each
insider has full right and power, without violating any agreement to which it, he, or she 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 a director on the board of directors of the Company and each Insider hereby consents to being named
in the Prospectus as an officer and/or director of the Company, as applicable.







 






    	 	4	 



     


    

 


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) “Founder
Shares” shall mean the shares of the Class B Common Stock of the Company held by the Sponsor, the Company’s
independent directors and any other holder prior to the consummation of the Public Offering; (iii) “Private Placement
Warrants ” shall mean the warrants to purchase [             ] shares of Class A Common Stock (or [             ] shares of Class A Common
Stock if the Underwriters’ over-allotment option in connection with the Public Offering is exercised in full), that the
Sponsor has agreed to purchase for an aggregate purchase price of approximately $[             ] (or approximately $[             ] if the Underwriters’
over-allotment option in connection with the Public Offering is exercised in full), or $1.50 per warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean the
trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Forward Purchase
Agreement” shall mean that certain Forward Purchase Agreement, dated as of [             ], 2018, by and between the Company
and Apollo Natural Resources Partners II, L.P.


 


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, each Insider and each of their respective successors, heirs and assigns and permitted transferees.


 


 14. 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), subject to any existing or future fiduciary or contractual obligations the undersigned might have.


 


15. 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.


 


16. 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.


 


17. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up 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 [           ], 2018, provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
page follows]


 




    	 	5	 



     


    

 


	 	Sincerely,
	 	 
	 	SPARTAN
    ENERGY ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	 
	 	Name:	Geoffrey
    Strong
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	 
	 	Geoffrey Strong
	 	 	 
	 	 
	 	Gregory Beard
	 	 	 
	 	 
	 	James Crossen
	 	 	 
	 	 
	 	Robert C. Reeves


 


	Acknowledged
and Agreed:
	 
	 	 
	

        SPARTAN
ENERGY ACQUISITION CORP.
	 
	 	 	 
	By:	 	 
	Name: 	Geoffrey
    Strong	 
	Title:	Chief
    Executive Officer	 


 


 





[Signature Page to Letter Agreement]