Exhibit 10.1


 


March
30, 2021


 


7244
Carrizo Drive


La
Jolla, CA 92037


 


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 Nocturne Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Representative”),
as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial
public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000
units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”).
Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s
initial business combination, 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 Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain
capitalized terms used herein are defined in paragraph 10 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, Nocturne Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), and the other undersigned persons (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 shareholder approval of a proposed Business Combination (as defined below),
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares owned by it, him or her
in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such
shareholder approval.


 


2.
The Sponsor and each Insider hereby 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 up to 18 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus), or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, 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 ten (10) business days thereafter, subject to lawfully available funds therefor, redeem
100% of the Ordinary Shares 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 (which interest
shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended
and restated memorandum and articles of association (a) that would affect the ability of Public Shareholders to exercise redemption rights
with respect to the Offering Shares or 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 (or up to 18 months) from the closing of the Public Offering,
or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless
the Company provides its Public Shareholders 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 outstanding Offering Shares.


 






     


     


    

 


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
(as defined below) held by it. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares 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 shareholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase Ordinary Shares (although the Sponsor and the Insiders 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 (or up to 18 months) from the closing of the Public Offering, or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association).


 


3.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
equity holders, 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 public accountants) for services
rendered 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 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 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 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.


 


4.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no
cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000.


 


All
references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration
of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding
Ordinary Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding
the Private Shares). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased,
the Company will effect a capitalization or share repurchase or redemption 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 Initial Shareholders prior to the
Public Offering at 20.0% of the Company’s issued and outstanding Ordinary Shares upon the consummation of the Public Offering (assuming
the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). In connection with such
increase or decrease in the size of the Public Offering, then (A) the references to 1,500,000 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 Ordinary Shares included in
the Units issued in the Public Offering and (B) the reference to 375,000 in the formula set forth in the immediately preceding sentence
shall be adjusted to such number of Founder Shares that the Founder Shares would represent an aggregate of 20.0% of the Company’s
issued and outstanding Ordinary Shares after the Public Offering (assuming the Initial Shareholders do not purchase any units in the
Public Offering).


 



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5.
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 Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and 8 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 seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


6.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier
of (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion
of the Business Combination or the date on which the closing price of the Ordinary Shares exceeds $12.50 for any 20 trading days within
a 30-day trading period following the closing of the Business Combination; (B) with respect to the remaining 50% of the Founder Shares,
for a period ending on the six-month anniversary of the closing of the Business Combination or (C) in each case, subsequent to the Business
Combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Units (including the Private Shares and Private
Rights) until 30 days after the completion of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares and Private Units (including the
Private Shares and Private Rights), 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 affiliate of the Sponsor, any members of the Sponsor, 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, by virtue of laws of descent and distribution upon death
of the individual; (d) in the case of an individual, 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 the Company’s initial
business combination; or (g) by virtue of the laws 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 these transfer restrictions.


 


7.
The Sponsor and each Insider 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, if any (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 Insider’s background. The
Sponsor and each Insider’s questionnaire furnished to the Company, if any, 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.


 


8.
Except as disclosed in 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).


 






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9.
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 director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer/and or director of the Company.


 


10.
As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (i) “Ordinary
Shares” shall mean, collectively, the Ordinary Shares; (ii) “Founder Shares” shall mean the 2,875,000
Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iii)
“Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (iv) “Private
Units” shall mean the 450,000 units (or up to 495,000 units if the over-allotment option is exercised in full), each comprised
of one ordinary share and one Right, that the Sponsor has agreed to purchase for an aggregate purchase price of $4,500,000 in the aggregate
(or up to $4,950,000 if the over-allotment option is exercised in full), or a purchase price of $10.00 per Private Unit, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (v) “Private Rights”
shall mean the rights underlying the Private Units, (vi) “Private Shares” shall mean the Ordinary Shares underlying
the Private Units, (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering;
(viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering
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, (the “Exchange Act”), 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).


 


11.
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 the Sponsor and each Insider that is the subject of any such change, amendment modification or waiver.


 


12.
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.


 


13.
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.


 


14.
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.


 






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15.
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.


 


16.
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.


 


17.
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.


 


18.
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 June 30, 2021;
provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 






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	 	Sincerely,

    

    Nocturne Sponsor, LLC
	 	 
	 	By:	 /s/
    Henry Monzon
	 	 	Name: 	Henry
    Monzon
	 	 	Title:	Managing
    Member


 


	 	 /s/
    Henry Monzon
	 	Henry
    Monzon


 


	 	 /s/
    Ka Seng Ao
	 	Ka
    Seng Ao


 


	 	 /s/
    Etienne Snyman
	 	Etienne
    Snyman


 


	 	 /s/
    Marcus Vincent Gomez
	 	Marcus
    Vincent Gomez


 


	 	 /s/
    Kashan Zaheer Piracha
	 	Kashan
    Zaheer Piracha


 


	Acknowledged
    and Agreed:	 
	 	 
	NOCTURNE
    ACQUISITION CORPORATION	 
	 	 
	By:	/s/
    Henry Monzon 	 
	 	Name: 	Henry
    Monzon	 
	 	Title:	Chairman
    and Chief Executive Officer	 


 


 


 


 


 


 


[Signature
Page - Letter Agreement]