Exhibit 10.2


 


____
__, 2022


Makara Strategic
Acquisition Corp.


5 Independence
Way, Suite 430


Princeton, NJ 08540


 


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 between Makara Strategic Acquisition Corp., a Delaware
corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the
underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share
of Common Stock at a price of $11.50 per share, subject to adjustment. The Units 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 Global 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, Makara Strategic Sponsor, Inc.
(the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company 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.


 


2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within fifteen (15) months from the closing
of the Public Offering (or up to 21 months if the Company elects two separate three-month extensions) or such later period approved by
the Company’s stockholders in accordance with the Company’s Certificate of Incorporation, as amended at the time (the “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 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 fifteen (15) months from the closing of the Public Offering (or up to 21 months if the Company elects two
separate three-month extensions) 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 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 fifteen
(15) months from the closing of the Public Offering (or up to 21 months if the Company elects two separate three-month extensions), or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.


 






    Page 1 of 7


     


    

 


Each of 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 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 fifteen (15) months from the date of the closing of the Public Offering (or up to 21 months if the Company elects two
separate three-month extensions).


 


3. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, 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 (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) $10.25 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.


 


4.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering.


 


5.
Intentionally Omitted.


 






    Page 2 of 7


     


    

 


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, 6, 7(a), 7(b), and 9
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 or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon
conversion thereof) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date
on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days
or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock
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 warrants underlying the Private Placement Warrants or Working
Capital Units (if applicable) (or shares of Common Stock issued or issuable upon the exercise of such warrants) until 30 days after the
completion of a Business Combination (the “Warrant 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 Private Placement Warrants and Working Capital
Warrants (if applicable), and shares of Common Stock issued or issuable upon the exercise or conversion of such warrants or the Founder
Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers, directors, direct and indirect
equity holders; (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’s 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. 


 


8.
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.


 






    Page 3 of 7


     


    

 


9.
(a) 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 [$___] made to the Company by [●]; 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 the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not
consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company
to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at the option of the lender (the “Working Capital Warrants”).
Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


(b)
The Company shall pay to an affiliate of the Sponsor the sum of $1,000 per month for an email domain, server storage space and related
services until the earlier of (i) the consummation by the Company of a Business Combination or (ii) the Company’s liquidation as
described in the Prospectus.]


 


10.
Each of the Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


  


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 7,187,500 shares of the Company’s
common stock, par value $0.0001 per share, initially held by the Sponsor (up to 937,500 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 and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement
Warrants” shall mean an aggregate of 11,370,000 private placement warrants (or 12,682,500 warrants if the underwriters’
over-allotment option is exercised in full) at a price of $1.00 per warrant that the Sponsor have agreed to purchase in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall
mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund
into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; (viii)
 “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the 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).


 






    Page 4 of 7


     


    

 


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.
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.


 


15.
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.


 


16.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


  


18.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by [______, 2022]; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


	 	Makara Strategic Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	Alexander C. Booth
	 	 	Title:	CFO & Secretary
	 	 








    Page 5 of 7


     


    

 


	 	Makara Strategic Sponsor, Inc.
	 	 
	 	By:	 
	 	 	Name:	Ali Ijaz Ahmad
	 	 	Title:	President & Director
	 	 	 
	 	 	 
	 	 	Name:	Dr. Amin Badr-El-Din
	 	 	Title:	Director
	 	 	 
	 	 	 
	 	 	Name:	Ali Ijaz Ahmad
	 	 	Title:	CEO & Director
	 	 	 
	 	 	 
	 	 	Name:	Michael Bowling
	 	 	Title:	Director
	 	 	 
	 	 	 
	 	 	Name:	Sanjay Vatsa
	 	 	Title:	Director
	 	 	 
	 	 	 
	 	 	Name:	Amlan Baijal
	 	 	Title:	Director
	 	 	 
	 	 	 
	 	 	Name:	Alexander C. Booth
	 	 	Title:	CFO & Secretary





 






    Page 6 of 7


     


    

 	 	 	 
	 	 	Name:	Sara Villarreal
	 	 	Title:	COO




 


[Signature Page
to Letter Agreement]


 






    Page 7 of 7