Exhibit
10.2


 


______,
2020


 


Bridgetown
Holdings Limited


38/F
Champion Tower


3
Garden Road, Central


Hong
Kong


 


Re: Initial
Public Offering


 


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 Bridgetown Holdings Limited, a Cayman
Islands exempted company (the “Company”), and UBS Securities LLC and BTIG, LLC, as representatives
(the “Representatives”) of the several underwriters (each, an
“Underwriter” and collectively, the “Underwriters”), relating to an
underwritten initial public offering (the “Public Offering”), of up to 63,250,000 of the
Company’s units (including up to 8,250,000 units that may be purchased to cover over-allotments, if any) (the
“Units”), each comprised of one of the Company’s Class A ordinary shares, of $0.0001 par
value per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a
“Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per
share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 (File No. 333-249000) and prospectus (the “Prospectus”) filed by the
Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 14
hereof.



 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bridgetown LLC (the
“Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of
directors and/or management team, advisor or Initial Shareholder (as defined below) (each, an “Insider”
and collectively, the “Insiders”), hereby agree with the Company as follows:


 


1. The
Sponsor and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor
of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder
approval, (B) if the Company engages in a

tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection
therewith and (C) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation
of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder
approval.


 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the
time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in
the Public Offering (the “Offering Shares”), at a 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 any taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then issued outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)
above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance
or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within the time period described in the Prospectus
or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, unless
the Company provides its public shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment
at a 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 any taxes, divided by
the number of then issued and outstanding Offering Shares.


 




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The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may
have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Fund for any reason whatsoever except in each case with respect to the Insider’s right to a pro rata interest
in the proceeds held in the Trust Fund for any Offering Shares such Sponsor or Insider may hold.


 


3. 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 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 (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, Ordinary Shares 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,
Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares
owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). 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 Section 3 or Section 7 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this Section will not
apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in
writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer.


 


4. 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 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 a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per 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 of 1933, as amended.
In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible
to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 




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5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 8,250,000 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 2,062,500 multiplied by a fraction, (i) the numerator of which is 8,250,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 8,250,000.




 


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 Sections 1, 2, 3, 4, 5, 7(a), 7(b),
8, 9 and 10, as applicable, 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, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued
or issuable upon the conversion 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 Sections 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted
(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, or any members of the Sponsor or any of their affiliates; (b) in the case of
an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (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 any forward purchase agreement or similar arrangements or in connection with the consummation of a Business
Combination at prices no greater than the price at which the securities were originally purchased; (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 Cayman Islands or the Sponsor’s memorandum and articles of associations 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 Insiders agrees to be a director, officer or advisor of the Company, as applicable, until the earlier of the consummation
by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity.
In the event of the removal or resignation of an Insider as a director, officer or advisor (as applicable), each Insider agrees
that he or she will not, prior to the consummation of the Business Combination, without the prior express written consent of the
Company, (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 Sponsor shall, for no consideration,
make available, or cause to be made available, to the Company, at c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong,
certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.




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9.
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 Sponsor, any of the officers and directors of the Company or their affiliates or related
entities, such transaction must be approved by a majority of the Company’s disinterested directors and the Company must
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions
for the type of company the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


10. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that: it, he or she 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 or he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is
not currently a defendant in any such criminal proceeding.


 


11. Except
as disclosed in 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 or cash payments prior to or in
connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary
– The Offering – Limited Payments to Insiders.” The officer and directors will not propose any Initial Business
Combination unless such action is approved unanimously by the managers of the Sponsor.


 


12. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.


 


13. Commencing
on the effective date of the Prospectus for the Public 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 as may be required by the Company from time to time, situated at
38/F Champion Tower, 3 Garden Road, Central, Hong Kong (or any successor locations).


 


14. As used herein,
(i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares;
(iii) “Founder Shares” shall mean (a) the 15,812,500 of the Company’s Class B
ordinary shares, of $0.0001 par value per share, initially issued to the Sponsor (up to 2,062,500 Shares of which are subject
to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an
aggregate purchase price of $25,000 prior to the consummation of the Public Offering; (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private
Placement Warrants” shall mean the Warrants to purchase up to 6,500,000 Ordinary Shares of the Company (or
7,325,000 if the over-allotment option is exercised in full) which the Sponsor has agreed to purchase for an aggregate
purchase price of $9,750,000 (or $10,987,500 if the over-allotment option is exercised in full), or $1.50 per whole Private
Placement Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust fund located in the United States into which a
portion of the net proceeds of the Public Offering shall be deposited; (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); and (ix) “Charter” shall mean the Company’s memorandum and articles of
association, as the same may be amended from time to time.

 




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


 


16. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


17.
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.


 


18.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


19.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


20. 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.


 


21. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


22. 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 December 31, 2020; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


 


23.
The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representatives on behalf of the Underwriters
is a third party beneficiary of this Letter Agreement.


 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 
	 	BRIDGETOWN LLC
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 	Daniel Wong
	 	 	 
	 	By:	 
	 	 	 	Matt Danzeisen
	 	 	 
	 	By:	 
	 	 	 	Samuel Altman
	 	 	 
	 	By:	 
	 	 	 	John R. Hass
	 	 	 
	 	By:	 
	 	 	 	In Joon Hwang
	 	 	 	 
	 	By:	 
	 	 	 	Kenneth Ng
	 	 	 	 
	 	By:	 
	 	 	 	Steven Teichman


 


	Acknowledged
                    and Agreed:

         

        BRIDGETOWN
        HOLDINGS LIMITED
	 
	 	 	 
	 	 
	Name: 	Daniel Wong	 
	Title:	Chief Executive Officer and Chief Financial
    Officer	 


 


[Signature
Page to Letter Agreement]


 


 


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