Exhibit 10.2


 


 


[●], 2021


 


Bilander Acquisition Corp.





Four Embarcadero Center, Suite 2100 San Francisco,
CA 94111 


(415) 780-9975


 


		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 Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley
& Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating
to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including
up to 2,250,000 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-fourth
of one redeemable warrant. Each whole 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 will 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 U.S. Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units 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 Representatives 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, Bilander Holdings, 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 severally (and not jointly and severally)
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 seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
agrees that it, he or she will not sell or tender any shares of Capital Stock owned by it, him or her in connection therewith.


 




     


     


    

2.       The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months
from the closing of the Public Offering, or 27 months from the closing of the Public Offering if the Company has executed a letter of
intent, agreement in principle or definitive agreement for an initial Business Combination, or such later period approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation (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 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 (net of amounts withdrawn
to fund the Company’s working capital requirements, subject to an annual limit of $500,000, and/or to pay the Company’s taxes
(“Permitted Withdrawals”) and 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 all Public Stockholders’ rights as stockholders (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 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 to not propose any amendment to the Charter that would 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 the required time period set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, 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 (net of Permitted Withdrawals), 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 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 waive,
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 the time
period set forth in the Charter or in connection with a stockholder vote to approve an amendment to the Charter 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 the time period set forth in the Charter or with respect to any other material provisions relating to
stockholders’ rights or pre-initial business combination activity).


 


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, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii).


 


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 or any other Insider) 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) any prospective
target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement for a Business
Combination (a “Target”); provided, however, that such indemnification of the Company by the Sponsor
(x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Offering Share or (ii) the actual amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account
due to reductions in the value of the trust assets less Permitted Withdrawals, (y) shall not apply to any claims by a third party (including
a Target) that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Representatives 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. For the avoidance of doubt, none of the Company’s officers or directors will indemnify
the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.


 


5.       To
the extent that the Representatives do not exercise their over- allotment option to purchase up to an additional 2,250,000 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 the product of 750,000 multiplied by a fraction, (i) the numerator of which is 2,250,000
minus the number of Units purchased by the Representatives upon the exercise of its over-allotment option, and (ii) the denominator of
which is 2,250,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Representatives
so that the Initial Stockholders will own an aggregate of 25.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering. To the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or share repurchase, redemption or stock split or other appropriate mechanism, as applicable, immediately prior to the consummation of
the Public Offering in such amount as to maintain the ownership of the Capital Stock of the Initial Stockholders prior to the Public
Offering at 25.0% of the Company’s issued and outstanding Capital Stock upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, (A) references to 2,250,000 in the numerator and denominator of the
formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units
issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the immediately preceding sentence shall be
adjusted to such number of Founder Shares that the Sponsor would have to return to the Company in order to hold (with all of the Initial
Stockholders) an aggregate of 25.0% of the Company’s issued and outstanding Capital Stock after the Public Offering.


 


6.       (a)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Representatives 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, 7(a), 7(b), and
9, 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 agree that it or he shall not Transfer any Founder Shares; provided, that any Common Stock issued upon conversion
of the Founder Shares will not be subject to such


 




     


     


    

restrictions on Transfer after
one year has passed since the completion of the initial Business Combination (the “Founder Shares Lock-up Period”).
In addition, all of the Founder Shares will be released on 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.


 


(b)       The
Sponsor and each Insider agree that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued
or issuable upon the exercise 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 paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of
Common Stock 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 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 any affiliates of the Sponsor; (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 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; (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; (h) in the event of the Company’s completion of a liquidation, merger, stock
exchange, reorganization or other similar transaction which results in all of the Company’s public stockholders having the right
to exchange their shares of Class A common stock for cash, securities or other property subsequent to the completion of the initial business
combination; (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses
(a) through (h) above; provided, however, that in the case of clauses (a) through (d) and (i), these permitted transferees
must enter into


 




     


     


    

a written agreement with the Company agreeing to be bound
by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the
Trust Account and liquidating distributions).


 


8.       The
Sponsor and each Insider represent and warrant 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.


 


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: repayment
of a loan and advances of up to $350,000 made to the Company by the Sponsor to cover expenses related to the organization of the Company
and the Public Offering; reimbursement for any reasonable 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 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 of the post Business Combination
entity at a price of $1.50 per warrant at the option of the lender. Such warrants would 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 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 5,750,000 shares of the Company’s Class
B common stock, par value $0.000075 per share, (or 5,000,000 shares if the over-allotment option is not exercised by the Representatives)
initially held by the Sponsor and independent director and/or director nominees of the Company; (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 3,500,000 shares of Common Stock of the Company (or 3,800,000 shares of Common
Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,250,000
in the aggregate (or $5,700,000 if the over-allotment option is exercised in full), or $1.50 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; and (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 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).


 


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.       Except
as otherwise provided herein, 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 entity 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 (including via e-signature) 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 November 30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation for a period of
six years.


 


[Signature Page Follows]


 




     


     


    

	 	Sincerely,	 
	 	 	 	 
	 	BILANDER HOLDINGS, LLC	 
	 	 	 	 
	 	By: 	Shipyard Advisors, L.P., its managing member	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: James H. Greene, Jr.	 
	 	 	Title: Co-Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Rufina Adams	 
	 	 	 	 
	 	By:	 	 
	 	 	Lee Kirkpatrick	 
	 	 	 	 
	 	By:	 	 
	 	 	Scott Wagner	 
	 	 	 	 
	 	By:	 	 
	 	 	Darren Thompson	 
	 	 	 	 
	 	By:	 	 
	 	 	Alexi Wellman	 
	 	 	 	 
	 	By:	 	 
	 	 	Brandon Van Buren

         

         
	 


	Acknowledged and Agreed:	 
	 	 	 
	BILANDER ACQUISITION CORP.	 
	 	 
	 	 
	By:		 
	 	Name: James H. Greene, Jr.	 
	 	Title: Chief Executive Officer	 


 


 


 


 


[Signature Page to Letter
Agreement]