Exhibit 10.2


 


Revelstone Capital Acquisition Corp

14350 Myford Road


Irvine, CA 92606


 


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 Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and BofA
Securities, Inc. and Roth Capital Partners., as representatives (“the Representatives”) of the several underwriters
(the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”)
of 15,000,000 of the Company’s units (including up to 2,250,000 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”), and one-half of one redeemable warrant. Each whole 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 will
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 U.S. Securities and Exchange Commission (the “Commission”), and the Company has applied to
have the Units 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, REVELSTONE CAPITAL, LLC (the “Sponsor”), 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”) and each of the undersigned affiliates of Roth Capital Partners, LLC (each, a “Roth
Affiliate” and collectively, the “Roth Affiliates,” who are collectively purchasing a total of 210,027 Founder
Shares (of which 18,343 are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised)
and 750,000 Private Placement Warrants prior to or simultaneously with the closing of the Public Offering (as defined below)), hereby
severally (and not jointly and severally) agrees with the Company as follows:


 


1. The Sponsor,
each Insider and each Roth Affiliate 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 seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor, each
Insider and each Roth Affiliate agrees that it, he or she will not sell or tender any shares of Capital Stock owned by it, him or her
in connection therewith.


 


2. The Sponsor,
each Insider and each Roth Affiliate hereby agrees that in the event that the Company fails to consummate a Business Combination within
18 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor, each Insider and
each Roth Affiliate 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 (less up to $100,000 of
interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (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, each Insider and each Roth Affiliate agree to not propose any amendment to the Charter that
would 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 18 months from the closing of the Public Offering, or with respect to any other material provisions relating
to stockholders’ rights or pre-initial business combination activity, 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 taxes payable), divided by the number
of then issued and outstanding Offering Shares.


 






     


     


    

 


The Sponsor, each
Insider and each Roth Affiliate 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 as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor, each Insider and each Roth Affiliate 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 (x) 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 and (y) a stockholder vote to approve an amendment to the Charter
(i) 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 18 months of the closing of the Public Offering or (ii) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity (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 18 months from the closing of the Public Offering ).


 


3. Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement
and ending 180 days after such date, the Sponsor, each Insider and each Roth Affiliate shall not, without the prior written consent of
the Representatives, 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)), 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 (“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 Units, shares of Capital Stock,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, or publicly announce an intention
to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares
pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such
current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical
to the terms of this Letter Agreement, as applicable to directors and officers at the time of such transfer; and as long as, to the extent
any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation
as to the nature of the transfer). 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 (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 for services rendered (other than the
Company’s independent registered public accountants) or products sold to the Company or (ii) a prospective target business
with which the Company has discussed entering into a transaction 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 registered 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) $10.10 per Offering Share or (ii) such
lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions
in the value of the trust assets, 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 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 of 1933, as amended. 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. For the avoidance of doubt, none of the Company’s officers or directors will
indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target
businesses.


 


5. To the extent
that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 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 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000.
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. To the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share
repurchase, redemption or stock split or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the Capital Stock of the Initial Stockholders prior to the Public Offering at
20.0% of the Company’s issued and outstanding Capital Stock upon the consummation of the Public Offering. In connection with such
increase or decrease in the size of the Public Offering, (A) references to 2,250,000 in the numerator and denominator of the formula in
the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units issued in
the Public Offering and (B) the reference to 562,500 in the formula set forth in the immediately preceding sentence shall be adjusted
to such number of Founder Shares that the Sponsor would have to return to the Company in order to hold (with all of the Initial Stockholders)
an aggregate of 20.0% of the Company’s issued and outstanding Capital Stock after the Public Offering.


 


6. The Sponsor,
each Insider and each Roth Affiliate hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and
9, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7. (a) The Sponsor,
each Insider and each Roth Affiliate agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of Common
Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which
the Company completes a liquidation, merger, 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 Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 






     


     


    

 








(b) The Sponsor, each
Insider and each Roth Affiliate agree that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock
issued or issuable upon the exercise of the Private Placement Warrants) until 30 days after the completion of a Business Combination (the
“Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common
Stock issued or issuable upon the exercise or conversion of the Private Placement 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, the Sponsor,
any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers 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) 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) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement;
or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the initial Business Combination; provided, however, that, in the case
of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions herein.


 


8. The Sponsor,
each Insider and each Roth Affiliate represent and warrant 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: 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; 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 he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed
in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider,
nor any director or officer of the Company, 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).


 


10. The Sponsor,
each Insider and each Roth Affiliate has full right and power, without violating any agreement to which it, he or she 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 3,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (or 4,312,500 shares if the
over-allotment option is not exercised by the Underwriters) initially held by the Sponsor; (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 the warrants to purchase up to 5,800,000 shares of Common Stock (or
6,475,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an
aggregate purchase price of $5,800,000 in the aggregate (or $6,475.000 if the over-allotment option is exercised in full), or $1.00
per warrant, 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 Warrants shall be deposited; and (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 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).


 


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 (1)
each Insider that is the subject of any such change, amendment, modification or waiver and (2) the Sponsor.


 


13. Except as otherwise
provided herein, 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, each Insider and each Roth Affiliate 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 entity 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. Each party hereto
shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement
(including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for
the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


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
or other electronic 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 for a period of
six years.


 


21. Each Roth
Affiliate hereby agrees and acknowledges that the Founder Shares and Private Placement Warrants owned or acquired by the Roth
Affiliates are deemed underwriting compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the date of the Public Offering. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred,
assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of such securities by any person during the 180 day period following the commencement of sales of
the Public Offering, except to any member participating in the offering and its officers or partners, its registered persons or
affiliates, provided that all securities so transferred remain subject to the lock-up restriction for the remainder of the lock-up
period. Additionally, in accordance with FINRA Rule 5110(g)(8), the Founder Shares and Private Placement Warrants held by the Roth
Affiliates may not be converted or exercised, as applicable, after five years from the commencement of sales in this offering.
Additionally, the Roth affiliates shall only be entitled to make one demand for registration, excluding short form registration
demands, which demand may not be exercised after five years from the commencement of sales of the Public Offering. To the extent the
Roth Affiliates are entitled to piggyback registration rights, such rights may not be exercised more than seven years from the
commencement of sales of the Public Offering.


 


[Signature Page Follows]





 






     


     


    

 


	 	Sincerely,
	 	REVELSTONE CAPITAL, LLC
	 	 
	 	By:	 
	 	 	Name: Morgan Callagy
	 	 	Title: Managing Member


 


[Sponsor Signature Page to Letter Agreement]





 






     


     


    

 


	 	 
	Name: 	 
	 	 
	Name: 	 
	 	 
	Name: 	 
	 	 
	Name: 	 
	 	 
	Name: 	 
	 	 
	Name: 	 
	 	 
	Name: 	 


 


[Insider Signature Page to Letter Agreement]


 






     


     


    




 


	 	ROTH AFFILIATES:



 


	 	BYRON
    ROTH LLC
	 	 
	 	By:
    	
	 	Name: 	Byron Roth
	 	Title:	 
	 	 
	 	CR
    FINANCIAL HOLDINGS, INC.
	 	 
	 	By:
    	 
	 	Name:	Gerald Mars
	 	Title:
    	CFO
	 	 
	 	AMG
    TRUST ESTABLISHED JANUARY, 23, 2007
	 	 
	 	By:
    	 
	 	Name:	Aaron Gurewitz
	 	Title:
    	Trustee
	 	 
	 	MORRISON
    HOTEL TRUST DATED AUGUST 13, 2013
	 	 
	 	By:	 
	 	Name:	Paul Zaffaroni
	 	Title:	Trustee
	 	 
	 	THE
    FRANK REVOCABLE LIVING TRUST, DATED AUGUST 5, 2016
	 	 
	 	By:	 
	 	Name:	Jacob Frank
	 	Title:
    	Trustee




 


[Roth Affiliates Signature Page to Letter Agreement]





 






     


     


    

 


Acknowledged and Agreed:


 


	REVELSTONE CAPITAL ACQUISITION CORP.	 
	 	 
	By:	 	 
	 	Name: Morgan Callagy	 
	 	Title: Co-Chief Executive Officer 	 


 


[Company Signature Page to Letter Agreement]