Exhibit 10.9


 


May
[●], 2020


 


Sustainable
Opportunities Acquisition Corp.


1601
Bryan Street, Suite 4141


Dallas,
Texas 75201


 


Citigroup
Global Markets Inc.


388
Greenwich Street


New
York, New York 10013


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between Sustainable Opportunities Acquisition Corp.,
a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative
(the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share
(each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


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


 


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


 


	2.	In
    the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
    amended and restated memorandum and articles of association, as the same may be further amended from time to time (the “Charter”),
    the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations
    except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter,
    redeem the IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
    including interest earned on the Trust Account not previously released to the Company to pay income taxes (less up to $100,000
    of such net interest to pay dissolution expenses), divided by the number of then-outstanding IPO Shares, which redemption
    will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
    distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
    the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in
    the cases of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors
    and in all cases subject to the other requirements of applicable law. The undersigned hereby waives any and all right, title,
    interest or claim of any kind in or to any distribution of the Trust Account and any remaining net assets of the Company as
    a result of such liquidation with respect to the Founder Shares owned by the undersigned. However, if any of the undersigned
    have acquired IPO Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with
    respect to such IPO Shares in the event that the Company fails to consummate a Business Combination within the time period
    set forth in the Charter. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account
    with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 






     


     


    

 


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


 


	4.	None
    of the undersigned, any member of the family of any of the undersigned, or any affiliate of the undersigned will be entitled
    to receive and will not accept any compensation or other cash payment from the Company prior to, or for services rendered
    in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed to make the
    payments set forth in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited
    payments to insiders.”


 


	5.	(a)	The
    undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees
    as described in the Registration Statement or herein) (the “Lockup”) until the earlier to occur
    of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s
    initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
    that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash,
    securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Ordinary
    Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
    and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
    initial Business Combination, the Founder Shares will be released from the Lockup.


 






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	 	(b)	The
    undersigned will not, without the prior written consent of the Representative pursuant to the Underwriting Agreement, offer,
    sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably
    be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
    or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any
    affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration
    statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or
    liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
    as amended, (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission
    promulgated thereunder with respect to, any other Units, Class A Ordinary Shares or Warrants of the Company or any securities
    convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect
    any such transaction, for a period of 180 days after the date of the Underwriting Agreement.


 


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


 


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


 






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	 	(e)	The
    undersigned acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Founder Shares
    or Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities
    to be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the
    capital of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private
    Placement Warrants, as applicable, pro rata with the other holders of Founder Shares or Private Placement Warrants, as applicable.


 


	6.	(a)	In
    order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
    agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present
    to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market
    value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held
    in trust and taxes payable on the interest earned on the trust account), subject to any existing or future fiduciary or contractual
    obligations the undersigned might have.


 


	 	(b)	The
    undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured
    in the event of a breach of the obligations under paragraph 6(a) above, (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.


 






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	7.	The
    undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by the
    Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In
    the event of the removal or resignation of the undersigned as a director or officer (as applicable), the undersigned agrees
    that he or she will not, prior to the consummation of the Business Combination, without the prior express written consent
    of the Company, (i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third
    party (unless required by law or governmental authority), any information regarding a potential target of the Company that
    is not generally known by persons outside of the Company, the Sponsor, or their respective affiliates. The undersigned’s
    biographical information previously furnished to the Company and the Representative is true and accurate in all material respects,
    does not omit any material information with respect to the undersigned’s background and contains all of the information
    required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended.
    The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
    in all material respects. The undersigned represents and warrants that:


 


	 	(a)	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;


 


	 	(b)	He
    or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial
    transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently
    a defendant in any such criminal proceeding; and


 


	 	(c)	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.


 


	8.	The
    undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter
    Agreement and to serve as a director or officer of the Company, as applicable.


 


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


 


	10.	The
    undersigned hereby agrees to not propose any amendment to the Charter that would affect the substance or timing of the Company’s
    obligation to provide for the redemption of the Class A Ordinary Shares in connection with an initial Business Combination
    or to redeem 100% of the Class A Ordinary Shares if the Company does not complete an initial Business Combination within within
    18 months from the closing of the IPO unless the Company provides its public shareholders with the opportunity to redeem their
    Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
    amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
    released to the Company to pay taxes, divided by the number of then outstanding Class A Ordinary Shares.


 






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	11.	This
    Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to
    this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America
    for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive
    and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


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


 


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


 


	15.	This
    Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
    and assigns. This Letter Agreement shall terminate on the earlier of (i) the consummation of a Business Combination (other
    than with respect to paragraph 5, which shall survive until the expiration of all applicable lock up periods) and (ii) the
    liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
    of this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their
    rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment
    in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
    to the purported assignee.


  


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 
	 	 
	 	Scott
    Leonard
	 	 
	 	 
	 	Scott
    Honour
	 	 
	 	 
	 	David
    Quiram
	 	 
	 	 
	 	Isaac
    Barchas
	 	 
	 	 
	 	Rick
    Gaenzle
	 	 
	 	 
	 	Justin
    Kelly



 





 






     


     


    

 


	 	Acknowledged and Agreed:
	 	 	 
	 	SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	
	 	Title: