Exhibit 10.2


 


[   ], 2020


 


Ajax I


667 Madison Avenue


New York, NY 10606


 


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 or proposed to be entered into by and between Ajax I, a Cayman Islands exempted company (the “Company”),
and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the representatives of the several
underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”), of 86,250,000 of the Company’s units (including up to 11,250,000 units
that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A
ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth
of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 and a prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein
are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Ajax I Holdings, LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees with
the Company that 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
(including any proposals recommended by the Company’s board of directors in connection with such Business Combination) and
(ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval.


 




     


     


    

 


2. The Sponsor and each Insider hereby agrees
with the Company 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 shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, as they may be amended from time to time, the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten (10) business days thereafter, 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 (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering
Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, liquidate and
dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, or
(ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless
the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by
the Company to purchase Ordinary Shares and (y) a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall
be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 24 months from the date of the closing of the Public Offering).


 




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3. Notwithstanding the provisions set forth
in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180
days after such date, the Sponsor and each Insider shall not, without the prior written consent of Goldman Sachs & Co. LLC,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, offer, sell, contract to sell, pledge or otherwise dispose of (or
enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“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 Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares,
or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not
apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future
independent director of the company (as long as such current or future independent director transferee is subject to this Letter
Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and
officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result
of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. 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 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 (other than the Company’s independent registered public
accountants) or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering
into a transaction agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services
rendered (other than the Company’s independent registered public 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 as of the date of the liquidation of the Trust Account due to
reductions in the value of the trust assets, 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 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 11,250,000 Units within 45 days from the date of the Prospectus
(and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 1,250,000 multiplied by a fraction, (i) the numerator of which is 11,250,000 minus the number of Units
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 11,250,000.
All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no
consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the
over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate
of 10.0% of the Company’s issued and outstanding Shares after the Public Offering.


 


6. The Sponsor and each Insider hereby agrees
and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable upon conversion thereof)
until the earlier of (A) two years after the completion of the Company’s initial Business Combination and (B) subsequent
to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as
adjusted for share sub-divisions, share dividends, rights issuances, 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 following the completion of the Company’s initial Business Combination 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”).


 




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(c) Notwithstanding the provisions set forth
in paragraphs 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, are permitted (a) to the Company’s
directors or officers, any affiliates or family members of the Company’s directors or officers, the Sponsor, any members
of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate
of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by
private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater
than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior
to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of Delaware or the Sponsor’s
limited liability company agreement, as it may be amended from time to time, upon dissolution of the Sponsor; and (h) in the
event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other
property subsequent to the completion of the Company’s initial Business Combination; provided, however, that,
in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions in this Agreement.


 


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


 


9. Except as disclosed in the Prospectus,
neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company,
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), 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: (i) repayment of
a loan and advances up to an aggregate of $500,000 made to the Company by the Sponsor; (ii) payment to an affiliate of the Sponsor
of a total of $10,000 per month for office space, administrative and support services; (iii) payment of customary fees for financial
advisory services; (iv) reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing
an initial Business Combination; and (v) 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 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. Such warrants would be identical
to the Private Placement Warrants.


 




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


 


11. 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 the 9,583,333 Class B
Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering;
(iv) “Initial Shareholders” shall mean the Sponsor and any other person that holds Founder Shares; (v)
“Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 18,500,000 Ordinary
Shares of the Company (or up to 20,750,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’
over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate
purchase price of $18,500,000 (or up to $20,750,000 depending on the extent to which the Underwriters’ over-allotment option
is exercised pursuant to the Underwriting Agreement), or $1.00 per 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 into which a portion of
the net proceeds of the Public Offering shall be deposited; and (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, (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).


 


12. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each
Insider that is the subject of any such change, amendment, modification or waiver and (2) the Sponsor.


 




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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 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. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


14. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in
the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


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


 


16. Each party hereto shall not be liable
for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including,
for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the
obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


17. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June
30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


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.


 


[Signature page follows]


 




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	 	Sincerely,
	 	 
	 	Ajax i holdings, llc
	 	 	 
	 	By:	 
	 	 	Name: Daniel S. Och
	 	 	Title:   Managing Member


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	Name: Daniel Och


 


[Signature Page to Letter Agreement]


  




     


     


    

 


	 	 
	 	Name: Glenn Fuhrman


 


[Signature Page to Letter Agreement]


  




     


     


    

 


	 	 
	 	Name: J. Morgan Rutman


 


[Signature Page to Letter Agreement]


  




     


     


    
 

	 	 
	 	Name: Steve Ells


 


[Signature Page to Letter Agreement]


 




     


     


    
 

	 	 
	 	Name: Jim McKelvey


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	Name: Kevin Systrom


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	Name: Anne Wojcicki


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	Acknowledged and Agreed: 	 
	 	 
	ajax i	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Letter Agreement]