Exhibit
10.2


 


[
           ], 2021


 


UTXO
Acquisition Inc.


203
N LaSalle ST, #2100


Chicago,
IL 60601


 


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 UTXO Acquisition Inc., a Delaware corporation (the “Company”), and Univest Securities, LLC,
as representative (the “Representative” or “Underwriter”), relating to an underwritten
initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (including up to
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”), one right with
each right entitling the holder to receive one-tenth (1/10) of one share of Class A common stock (“Right”),
and one warrant with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share (“Warrant”).
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 UTXO Vector LLC (the
“Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors
and/or management team of the Company (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 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 shareholder
approval.


 


2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months (or 18 months, if applicable)
from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s
amended and restated 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 (as defined below), 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 $50,000 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 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 agrees not to propose any
amendment to the Charter to modify the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with a Business Combination or 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, unless the Company provides its public shareholders with the opportunity
to redeem their shares of Common stock 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 or Private Placement Shares held by it,
him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common stock 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, 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 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 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).

 




     


     


    

  


3.
During the period commencing on the date of the prospectus 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 of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Capital 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 Capital 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). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of
the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press
release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in
writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in
effect at the time of the transfer.


 


4. In the event of the liquidation
of the Trust Account, the Sponsor (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) $10.15 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 $10.15 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 750,000 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 187,500 multiplied by a fraction, (i) the numerator of which is 750,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is
750,000. 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 of Capital Stock after the Public Offering.


 


6.
(a) Each of the officers of the Company hereby agrees not to become an officer or director of, any other special purpose acquisition
company with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement regarding
an initial Business Combination or unless the Company has failed to complete a Business Combination within the time period set forth
in the Charter.


 


   (b)
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 6(a), 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 shares of Common stock issuable
upon conversion thereof) until the earlier of (1) with respect to 50% of the founder shares, the earlier of six months after the date
of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals
or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50%
of the sponsor shares, six months after the date of the consummation of our initial business combination, or earlier, in either case,
if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction
which results in all of our stockholders having the right to exchange their shares for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 


   (b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the Private Placement Rights or shares of Common stock issued or issuable upon the exercise of the Private Placement Rights, until 30
days after the completion of a Business Combination (the “Private Placement Units 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 Units, Private
Placement Shares, Private Placement Rights and shares of Common stock issued or issuable upon the exercise or conversion of the Private
Placement Rights 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 our officers or directors, any affiliates or family members of any of our officers or
directors, any members of our Sponsor, or any affiliates of our Sponsor, (b) in the case of an individual, by gift to a member of the
individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or
an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the event of
our liquidation prior to our completion of our initial business combination; or (f) by virtue of the laws of the Delaware or our Sponsor’s
operating agreement upon dissolution of our Sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered
into by our Sponsor with respect to such securities.


 


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.


 






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9. Except as disclosed in
the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer 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). However, such persons may receive the following payments, 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 of up to $450,000 made to the Company
by the Sponsor, pursuant to a Promissory Note dated September 6, 2019, amended on April 1, 2020 and on April 1, 2021; payment of a sum
of $15,000 to the Sponsor, for office space, utilities, secretarial support and administrative services, pursuant to an Administrative
Services Agreement, dated [●], 2021; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating
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 an affiliate of 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
units at a price of $10.00 per unit at the option of the lender.

 


10.
The Sponsor 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 each Insider hereby consents
to being named in the Prospectus as an officer and/or director of the Company, as applicable.


 


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 (a) the 147,500 shares of the Company’s
Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 187,500 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 an aggregate purchase price
of $25,000, or $0.017 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 Units” shall the 330,000
units, each comprised of one share of Common stock and one right with each right entitles the holder to receive one-tenth (1/10) of one
(1) share of Class A common stock upon consummation of initial business combination, that the Sponsor has agreed to purchase for an aggregate
purchase price of $3,300,000 in the aggregate, or purchase price of $10.00 per Private Placement Unit, 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.

 


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.
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.
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.


 






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15.
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.


 


16.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, 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 the State of Delaware, 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.


 


17.
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.


 


18.
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 April 30, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


19.
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,	 	 
	 	 	 
	 	UTXO Vector LLC
	 	 	 
	 	By: 	 
	 	 	Name
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name: Wei Huang
	 	 	 
	 	By:	 
	 	 	Name: Yuanyuan Huang


 


	Acknowledged and Agreed:	 
	 	 
	UTXO Acquisition Inc.	 
	 	 
	By:	              	 
	 	 	 


 


[Signature
Page to Letter Agreement]