First Amendment to Sponsor Letter Agreement, dated as of April 21, 2023, by and among W3BCLOUD Holdings Inc., Social Leverage Acquisition Corp I, Social Leverage Acquisition Sponsor I LLC and the other parties thereto

Exhibit 10.2

FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT

This FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT (this “Amendment”) is entered into on April 21, 2023, by and among W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”), Social Leverage Acquisition Corp I, a Delaware corporation (the “Parent” or “PubCo”), Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned persons (each such other undersigned person, an “Insider” and, collectively, the “Insiders”).

The Company, the Parent, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties.”

RECITALS

WHEREAS, reference is made to that certain Sponsor Letter Agreement, dated as of July 31, 2022, by and among the Parties (the “Sponsor Letter Agreement”);

WHEREAS, the Parties desire to amend certain provisions of Sponsor Letter Agreement in accordance with Section 4.6 thereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.1 Share Restructuring. Effective as of and conditioned upon the Closing, of the 8,625,000 Sponsor Shares,

(a) 4,312,500 Sponsor Shares shall not be subject to any transfer restrictions, except for the restrictions set forth in that certain letter agreement, dated as of February 11, 2021, among the Parent, the Sponsor and the Insiders (the “Insider Agreement”); and

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(b) up to 4,312,500 Sponsor Shares shall be transferred (or otherwise forfeited by the Sponsor and reissued by the Parent as Class A Common Stock upon Closing) to non-redeeming stockholders of the Parent, certain investors in a potential PIPE financing in connection with the consummation of the Transactions, or for other purposes agreed upon by the Sponsor, the Parent and the Company (the “Incentive Shares”). The allocation of the Incentive Shares shall be made in the discretion of the Sponsor, but subject to prior approval of the Company (such approval not to be unreasonably withheld), in order to incentivize participation in the PIPE financing and/or reduce the number of shares of Common Stock that are redeemed by public stockholders in connection with the Closing; notwithstanding anything to the contrary herein, any Incentive Shares that go unallocated by the Sponsor or the applicable Insider (the “Non-Allocated Sponsor Shares”) shall be surrendered by the Sponsor or the applicable Insider to PubCo, without any consideration for such transfer.

1.2 Equitable Adjustment. If, between the Closing and a Liquidation Event, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction affecting the outstanding shares of Common Stock, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Common Stock will be equitably adjusted for such dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction. Any adjustment under this Section 1.2 shall become effective at the date and time that such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction became effective. For the avoidance of doubt, no change of units or shares pursuant to the transactions contemplated by the Transaction Agreement shall constitute a stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or similar transaction requiring an equitable adjustment.

(f) No Incentive Share Restrictions. The Sponsor shall not subject any Incentive Shares that are transferred or forfeited, as applicable, by the Sponsor pursuant to Section 1.1(b) hereof to any additional earn-outs, forfeitures, transfers, restrictions, amendments or similar arrangements, which are not otherwise in place as of the date hereof, in connection with the Transactions.

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(g) Ownership at Closing. The Sponsor will continue to be the beneficial owner of the Incentive Shares immediately prior to the Closing and will surrender and forfeit them to the Parent immediately prior to the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever.

4.1 Termination. This Agreement and all of its provisions shall automatically terminate and be of no further force or effect upon the termination of the Transaction Agreement in accordance with its terms. If the Closing takes place, this Agreement and all of its surviving provisions shall terminate and be of no further force or effect. This ARTICLE IV shall survive the termination of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

[Signature Page to First Amendment to Sponsor Letter Agreement]

[Signature Page to First Amendment to Sponsor Letter Agreement]