Exhibit 10.4


 


May 8, 2020


 


Sustainable Opportunities Acquisition Corp.

1601 Bryan Street, Suite 4141

Dallas, Texas 75201


 


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (the “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters
named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering
(the “IPO”) of the Company’s units (the “Units”), each unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 10 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer
upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


		1.	If the Company solicits approval of its shareholders of a Business Combination, the undersigned
will vote all shares beneficially owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination.
It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination,
or issue any equity securities of the Company prior to an initial Business Combination, without the prior consent of the Sponsor.



 


		2.	In the event that the Company fails to consummate a Business Combination within the time period
set forth in the Company’s amended and restated memorandum and articles of association, as the same may be further amended
from time to time (the “Charter”), the undersigned will, as promptly as possible, take all necessary
actions 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, redeem the IPO 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 Trust Account not previously released to the Company
to pay income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding
IPO Shares, which redemption will completely extinguish 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, dissolve and
liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining net assets
of the Company as a result of such liquidation with respect to the Founder Shares owned by the undersigned. However, if the undersigned
has acquired IPO Shares in or after the IPO, it will be entitled to liquidating distributions from the Trust Account with respect
to such IPO Shares in the event that the Company fails to consummate a Business Combination within the time period set forth in
the Charter. In the event of the liquidation of the Trust Account, the undersigned agrees that it will be liable to the Company
if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm)
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per IPO Share and
(ii) the actual amount per IPO Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.00 per IPO Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that
may be withdrawn to pay the Company’s tax obligations; provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s obligation to indemnify the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, pursuant to the Underwriting
Agreement. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any
Warrants, all rights of which will terminate on the Company’s liquidation.



 






     


     


    

 


		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for
a Business Combination with a target business that is affiliated with the undersigned or any other Insiders of the Company or their
affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the
Company must obtain an opinion from an independent investment banking firm, which is a member of the Financial Industry Regulatory
Authority, or an independent accounting firm that such Business Combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.



 


		4.	Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment from the Company prior to, or for services rendered in order to effectuate, the
consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth
in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited payments to insiders.”



 


		5.	(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees
as described in the Registration Statement or herein) (the “Lockup”) until the earlier to occur of:
(1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s initial
Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results
in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or
other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Ordinary Shares equals or exceeds
$12.00 per share (as adjusted for share subdivisions, share capitalizations, 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, the Founder Shares will be released from the Lockup.



 


		(b)	The undersigned will not, without the prior written consent of the Representative pursuant to the
Underwriting Agreement, 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) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned
or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, 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 Securities and Exchange Commission promulgated thereunder
with respect to, any other Units, Class A Ordinary Shares or Warrants of the Company or any securities convertible into, or exercisable,
or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect any such transaction, for a period of
180 days after the date of the Underwriting Agreement.



 


		(c)	The undersigned agrees that until the Company consummates an initial Business Combination, the
undersigned’s Private Placement Warrants will be subject to the transfer restrictions described in the Private Placement
Warrants Purchase Agreement relating to the undersigned’s Private Placement Warrants.



 






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		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and
sales by the undersigned of the Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued or issuable upon
the exercise of the Private Placement Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of
the undersigned or their affiliates, any affiliates of the undersigned, or any employees of such affiliates; (ii) 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 one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the
case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an
individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the
consummation of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants
or Class A Ordinary Shares, as applicable, were originally purchased; (vi) by virtue of the undersigned’s organizational
documents upon liquidation or dissolution of the undersigned; (vii) to the Company for no value for cancellation in connection
with the consummation of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion
of a Business Combination; or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
or other property subsequent to the completion of a Business Combination; provided, however, that in the case
of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions
herein. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued
or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless
of whether a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such
transfers.



 


		6.	The undersigned has full right and power, without violating any agreement by which it is bound,
to enter into this Letter Agreement.



 


		7.	The undersigned hereby waives any right to exercise redemption rights with respect to any of the
Company’s ordinary shares owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of
the Founder Shares or IPO Shares, and agrees not to seek redemption with respect to such shares (or sell such shares to the Company
in any tender offer) in connection with any shareholder vote to approve (x) a Business Combination or (y) an amendment to the Charter
that would affect the substance or timing of the Company’s obligation to provide holders of the Class A Ordinary Shares the
right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Class A Ordinary
Shares if the Company has not consummated a Business Combination within 18 months from the closing of the IPO.



 


		8.	The undersigned hereby agrees to not propose any amendment to the Charter that would affect the
substance or timing of the Company’s obligation to provide for the redemption of the Class A Ordinary Shares in connection
with an initial Business Combination or to redeem 100% of the Class A Ordinary Shares if the Company does not complete an initial
Business Combination within within 18 months from the closing of the IPO unless the Company provides its public shareholders with
the opportunity to redeem their Class A 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 taxes, divided by the number of then outstanding Class A Ordinary Shares.



 






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		9.	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 undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of
or relating in any way to this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 


		10.	As used herein, (i) a “Business Combination” shall mean a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or
more businesses or entities; (ii) “Insiders” shall mean the Sponsor and all officers and directors
of the Company immediately prior to the IPO; (iii) “Founder Shares” shall mean all of the Class
B Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall
mean the Class A Ordinary Shares issued in the Company’s IPO; (v) “Private Placement Warrants”
shall mean the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi)
“Trust Account” shall mean the trust account into which the net proceeds of the Company’s IPO and
a portion of the proceeds from the sale of the Private Placement Warrants will be deposited; and (vii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-237245) filed with the
Securities and Exchange Commission, as amended.



 


		11.	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.



 


		12.	The undersigned acknowledges and understands that the Underwriters and the Company will rely upon
the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed
to render any Underwriter a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or
vendor of the Company with respect to the subject matter hereof.



 


		13.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors,
heirs, personal representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the consummation of a
Business Combination (other than with respect to paragraph 5, which shall survive until the expiration of all applicable lock up
periods) and (ii) the liquidation of the Company; provided, that such termination shall not relieve the undersigned
from liability for any breach of this agreement prior to its termination. The parties hereto may not assign either this Letter
Agreement or any of their 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.



 


[Signature Page Follows]


 






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	 	SUSTAINABLE OPPORTUNITIES HOLDINGS LLC
	 	 	 
	 	By:	/s/ Scott Leonard
	 	Name: 	Scott Leonard
	 	Title:	Managing Member
	 	 	 
	 	Acknowledged and Agreed:
	 	 	 
	 	SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Scott Leonard
	 	Name:	Scott Leonard
	 	Title:	Chief Executive Officer