Exhibit
10.2


 


[__],
2021


 


Oxbridge
Acquisition Corp.


Suite
201, 42 Edward Street


Georgetown,
Grand Cayman,


P.O.
Box 469, KY1-9006


Cayman
Islands


 


	Re:	Initial
    Public Offering 


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company
(the “Company”), and Maxim Group LLC, as representative (the “Representative”) of
the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s
units (including up to 1,500,000 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, par value $0.0001 per share (the “Ordinary Shares”),
and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one Ordinary
Share 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 (File No. 333-257998) 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 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, each of OAC Sponsor, Ltd. (the
“Sponsor”) and 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
agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees 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; and (ii) not redeem any Founder Shares (or Ordinary Shares issuable upon conversion thereof) owned by it, him or her in
connection with such shareholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination,
the Sponsor and each Insider agrees that it, he or she will not seek to sell its, his or her Shares to the Company in connection with
such tender offer.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the timeframe
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 its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if
any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements
of applicable law.


 




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The
Sponsor and each Insider agrees not to propose any amendment to the Charter to modify: (i) the substance or timing of the ability of
holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto; or
(ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within such time set forth in the Charter; or (B) any other provisions relating to shareholders’ rights or pre-initial 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 its taxes, divided by the number
of then outstanding Offering Shares.


 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her,
if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context of a
shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter to modify: (i) (A)
the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a
Business Combination within the time period set forth in the Charter; or (B) any other provisions relating to shareholders’ rights
or pre-initial Business Combination activity; or (ii) in the context of a tender offer made by the Company to purchase Ordinary Shares
(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).


 


3.
During the period commencing on the 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 Representative: (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, Warrants or any securities convertible into, or exercisable, or exchangeable for, 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, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, 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 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 upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) 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)
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 written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor shall: (x) 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; and (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 interest earned on the Trust Account
which may be withdrawn to pay taxes; (y) not apply to any claims by a third party or a Target which 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) not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended. The Indemnitor 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 Indemnitor, the Indemnitor 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 1,500,000 Units in full
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 375,000 multiplied by a fraction: (i) the numerator of which is 1,500,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option; and (ii) the denominator of which
is 1,500,000. The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Shareholders
will own an aggregate of 20.0% 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 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 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
sub-divisions, 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 Founder Shares, Private Placement Warrants or Ordinary
Shares issued or issuable upon the conversion of the Founder Shares or exercise of the Private Placement Warrants, until 30 days after
the completion of a Business Combination (the “Private Placement Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(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 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 affiliate or family member of any of the Company’s officers or directors or any
affiliate of the Sponsor or to any member(s) of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such
individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of such 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 an initial Business Combination at prices no greater than the price at which the Shares or
Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; or (g) by virtue of the laws of the Cayman Islands or the Sponsor’s memorandum and articles of association 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 with the Company agreeing to be bound by the transfer restrictions herein.


 




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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 (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, 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 officer, director, advisor or any affiliate of the Sponsor, officer,
director or advisor of the Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan, or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is).


 


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 director on the board of directors or an advisor of the Company and hereby consents to being
named in the Prospectus as an officer and/or director of the Company or an advisor 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
2,875,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued to the Sponsor (up to
375,000 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 $25,000, or approximately $0.009 per share, 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 4,485,000 Warrants (or 4,897,500 Warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to
purchase for an aggregate purchase price of $4,485,000 (or $4,897,500 if the over-allotment option is exercised in full) in the aggregate,
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; (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 amended and restated memorandum and
articles of association, as the same may be amended from time to time.


 


12.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


13.
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.


 




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14.
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.


 


15.
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.


 


16.
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.


 


17.
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.


 


18.
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.


 


19.
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.


 


20.
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 [___], 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21.
The Company, the Sponsor, and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a
third-party beneficiary of this Letter Agreement.


 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 
	 	OAC
    SPONSOR, LTD.
	 	 	 
	 	By:	 
	 	Name:	 Jay Madhu
	 	Title:	 President and Chief Executive Officer


 


	 	By:	 
	 	Name:	 Jay Madhu


 


	 	By:	 
	 	Name:	
    Wrendon Timothy


 


	 	By:	   
	 	Name:
    	
 Jason
                                            Butcher 

	 	 	   
	 	By:	   
	 	Name:
    	 Allan
                                            Martin 
   
	 	 	   
	 	By:	   
	 	Name:	 William
                                            L. Yankus 
    


 











	Acknowledged
    and Agreed:	 
	 	 
	OXBRIDGE
    ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	Name:	 Jay Madhu	 
	Title:	Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]


 




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