Exhibit 10.2


 


[●], 2021


 


Fortune Rise Acquisition Corporation


48 Bridge Street, Building A


Metuchen, New Jersey 08840


 


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
Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc. (“US
Tiger”) and EF Hutton Group, division of Benchmark Investments, LLC (“EF Hutton”), as the underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public
offering (the “Public Offering”), of up to 8,500,000 of the Company’s units (including up to 1,275,000 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 “Class A Common Stock”), and one-half of one redeemable warrant.
Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price
of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The Units shall
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 Securities and Exchange Commission (the “Commission”) and the Units have been approved to be
listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 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, Fortune Rise Sponsor LLC (the “Sponsor”), US Tiger, EF Hutton, and each of the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team or a personnel of the Company or
a designee of them (each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1.                 
Each of the Initial Stockholders 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 engages in a tender offer in connection with any proposed Business Combination, each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 






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2.                 
Each of the Initial Stockholders agrees that in the event that the Company fails to consummate a Business Combination within 12 months
from the closing of the Public Offering (or 18 months, if we extend the time to complete a business combination as described in this prospectus)
or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, 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 Class A 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 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 Stockholders’ rights as stockholders of the Company (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 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 not to propose any amendment to the Company’s amended and restated certificate of incorporation that would
modify (i) 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 12 months from the closing of the Public Offering (or 18 months, if we extend the time to complete a business
combination as described in this prospectus) or (ii) the other provisions relating to stockholders’ rights or pre-initial business
combination activities, 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 (which interest shall be net of amounts released for payment of taxes) divided by the number of then outstanding Offering
Shares. The Sponsor and each Insider agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) 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 12 months from the closing of the Public Offering (or 18 months, if we extend the time to complete a business combination
as described in this prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity.


 


3.                 
Each of the Initial Stockholders 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 shares of Common Stock held by
it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 12 months from the closing of the Public Offering (or 18 months, if we extend the time to complete a business
combination as described in this prospectus).


 






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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) 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 (other than the Company’s independent
accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has
entered into a letter of intent, confidentiality or other similar agreement for a Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent
necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public
accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00
per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to
reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third
party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall
not be responsible to the extent of any liability for such third party claims. 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.


 


5.                 
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,275,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agree to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to the product of 318,750 multiplied by a fraction, (i) the numerator of which is 1,275,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,275,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Sponsor and Insiders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering (excluding the sale of Private Shares and Representative Shares and assuming that our Sponsor and Insiders do
not purchase any Offering Shares or Units in the Public Offering).


 


6.                 
Intentionally Left Blank


 






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7.                 
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, 6, 8(a), 8(b), and
10 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.


 


8.                  (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer 50% of its Founder Shares until the earlier to occur of:
(A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price
of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of
the Company’s initial Business Combination; and shall not Transfer the remaining 50% of the founder shares until the six
months after the completion of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the
Company’s initial Business Combination, 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 Class A Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).


 


(b) Each of the Initial Stockholders
agrees that it, he or she shall not Transfer any Private Shares or Working Capital Shares until after 30 days after the completion of
a Business Combination (the “Private Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Shares, or Working Capital Shares1
that are held by the Initial Stockholders or any of their permitted transferees (that have complied with this paragraph 8(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 affiliates of the Initial Stockholders, or any of its affiliates, officers, directors, direct and indirect equityholders; (b) in the
case of an individual, 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; and (g) transfers by virtue of the laws of the State of Delaware
or the Sponsor’ limited liability company agreement 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 agreeing to be bound by the restrictions herein.


 





 






1
If the life of SPAC changes with optional extension, will need to include extension loan units.


 






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(d) Without limiting the
obligations under this paragraph 8, during the period commencing on the date of commencement of sales of the Public Offering and
ending 180 days after such date the Underwriters shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares,
Representative Shares or Private Shares , or subject any such securities to any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of such securities, except as provided in FINRA Rule 5110(e)(1),
which such restrictions shall not be subject to release or waiver, with or without the consent of the Underwriters, during the
period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such date. 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 Underwriters, (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 Exchange Act, and the
rules and regulations of the Commission promulgated thereunder, with respect to any Units, Class A Common Stock (including, but not
limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Class A
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, Class A Common Stock (including, but not limited to, Founder Shares),
Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A 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). Each of the Insiders, the Sponsor and the Representative
acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph
8, 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.


 






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9.                 
Each of the Sponsor and the Insiders 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. 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. The Company represents and warrants that, to its knowledge, (i) none of its advisors has 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, (ii) each advisor’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 such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is 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; and (iii) none of its advisors has been convicted
of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 


10.               Except
as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent
to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and
Exchange Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date
hereof nor any affiliate thereof 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 up to an aggregate of $500,000 made to the Company by the Sponsor in
connection the preparation of the Public Offering; reimbursement for any 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 any of the Sponsor and Insiders or their affiliates 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 $3,000,000 of such loans may be
convertible into Class A Common Stock at a price of $10.00 per share at the option of the lender (the “Working Capital
Shares”). Such shares would be identical to the Private Shares.


 






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11.              
Each of the Initial Stockholders 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.


 


12.              
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 Class A Common Stock and Class B common stock,
par value $0.0001 per share; (iii) “Founder Shares” shall mean the 2,125,000 shares of the Company’s Class B common
stock, par value $0.0001 per share, held by the Sponsor and certain of the Insiders or their designees (up to 318,750 shares of which
are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters);
(iv) “Initial Stockholders” shall mean the Sponsor, Insiders, US Tiger Securities Inc. and EF Hutton Group, division of Benchmark
Investments, LLC (and /or their designee) who either hold Founder Shares and/or Representative Shares; (v) “Private Shares”
shall mean 494,500 shares of Class A Common Stock (or 545,500 shares of Class A Common Stock if the over-allotment option is exercised
in full) that the Sponsor, US Tiger and EF Hutton have agreed to purchase for an aggregate purchase price of $4,945,000 in the aggregate
(or $5,455,000 if the over-allotment option is exercised in full), or $10.00 per share, 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) “Representative Share” shall mean the 120,000 shares of Class A Common Stock to be issued to U.S. Tiger
Securities, Inc. and EF Hutton Group, division of Benchmark Investments, LLC (and/or their designees) as a part of representatives’
compensation simultaneously with the closing of the Public Offering; (viii) “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 Shares shall be deposited; (ix) “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 Securities Exchange Act
of 1934, as amended, 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).


 






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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.


 


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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 






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	 	Sincerely,
	 	 
	 	FORTUNE RISE ACQUISITION CORPORATION
	 	 
	 	By:	     
	 	Name:	Lei Huang
	 	Title:	CEO and Director






 


[Signature Page to the Insider Letter Agreement-Company]


 






     


     


    







 


	FORTUNE RISE SPONSOR LLC	 	Lei Huang  (CEO)
	 	 	 
	 	 	 
	By:	       	 	 
	Name: Koon Keung Chan	 	 
	Title: Manager	 	 



 


	Lei Xu (Chairwoman and President)	 	Yuanmei Ma (CFO)
	 	 	 
	 	 	 
	 	 	 
	David Xianglin Li	 	Michael Davidov
	(Independent Director)	 	(Independent Director)
	 	 	 
	 	 	 
	 	 	 
	Norman C. Kristoff	 	US TIGER SECURITIES, INC.
	(Independent Director)	 	 
	 	 	 
	 	 	 



 


	Christy Szeto (Secretary)	 	EF Hutton Group, division of Benchmark Investments, LLC
	 	 	 
	 	 	By:	              
	 	 	Name:
	 	 	Title:



 


[Signature Page to the Insider Letter Agreement


– Initial Stockholders]