Exhibit 10.2


 


[●], 2021


 


Galliot 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 Galliot 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 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each
comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-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, Galliot 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


 




    2 


     


    

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 


 




    3 


     


    

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 3,750,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to the product of 1,250,000 multiplied by a fraction, (i) the numerator of which
is 3,750,000 minus the number of Units purchased by the Representatives upon the exercise of its over-allotment option, and (ii) the
denominator of which is 3,750,000. 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 3,750,000 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 1,250,000 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.


 




    4 


     


    

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 


 




    5 


     


    

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.


 




    6 


     


    

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
9,583,334 shares of the Company’s Class B common stock, par value $0.000075 per share, (or 8,333,334 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 5,000,000 shares
of Common Stock of the Company (or 5,500,000 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 $7,500,000 in the aggregate (or $8,250,000 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 


 




    7 


     


    

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.


 




    8 


     


    

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]


 




    9 


     


    




 


	 	Sincerely,
	 	 
	 	GALLIOT 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:


 


	GALLIOT ACQUISITION CORP.
	 
	 
	By:	 	 
	 	Name:	James H. Greene, Jr. 	 
	 	Title:	Chief Executive Officer