Exhibit
10.12


 


EARLYBIRDCAPITAL,
INC. 


366
Madison Avenue


New
York, New York 10017


 


_________,
2022


 


AlphaVest
Acquisition Corp


420
Lexington Ave, Suite 2446


New
York, NY 10170


 


Ladies
and Gentlemen:


 


This
is to confirm our agreement (this “Agreement”) whereby AlphaVest Acquisition Corp., a Cayman Islands exempted company
(“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with
the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
(in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”)
as described in the Company’s Registration Statement on Form S-1 (File No. 333-_____) filed with the Securities and Exchange Commission
(“Registration Statement”) in connection with its initial public offering (“IPO”).


 


1.
Services and Fees.


 


(a)
The Advisor will, if requested by the Company:


 


	 	(i)	Assist
    the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
	 	 	 
	 	(ii)	Hold
                                                         meetings to discuss the Business Combination and the Target’s attributes with Company shareholders who request such
                                                         meetings;

	 	 	 
	 	(iii)	Attempt
    to introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
    and
	 	 	 
	 	(iv)	Assist
    the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination.


 


(b)
As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds received
by the Company in the IPO (“Transaction Fee”).


 


(c)
In addition to the Transaction Fee, the Company shall pay to Advisor a cash fee equal to 1.0% of the Total Consideration (as the term
“Total Consideration” is defined below) in the event Advisor introduces the Company to the Target with which the Company
completes a Business Combination (“Finder Fee” and together with the Transaction Fee, the “Fee”).


 


(d)
The Transaction Fee and any Finder Fee, if applicable, shall be payable in cash and is due and payable to the Advisor by wire transfer
at the closing of the Business Combination (“Closing”) from the Trust Account (defined below); provided that the Finder
Fee shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless the Financial Industry
Regulatory Authority determines that such payment would not be deemed underwriters’ compensation in connection with the IPO. If
a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder.


 




    	 



     


    

 


(e)
For purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property
paid or transferred at the Closing (or Closings) by or to the Company, the Target and/or their respective shareholders or to be paid
or transferred in the future to such parties with respect to such Business Combination (other than payments of interest or dividends),
including, without limitation, any value paid in respect of (i) the assets of the Company or Target, (ii) the share capital of the Company
or Target (and any securities convertible into options, warrants or other rights to acquire such shares), and (iii) the assumption, retirement
or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liabilities of the Company or Target or repayment
of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Target, capital leases or preferred
shares obligations. Notwithstanding the foregoing, if the Business Combination contemplates the Target or newly formed holding company
being the surviving entity in the Business Combination and issuing its securities to the Company as consideration, the Total Consideration
will be deemed to be the fair market value of the Target as indicated in the Business Combination’s definitive acquisition agreement
and proxy materials. If Total Consideration paid or transferred in the Business Combination includes non-cash consideration consisting
of ordinary shares, options, warrants or rights for which a public trading market existed prior to the Closing, then the value of such
securities shall be determined by the closing or last sales price thereof on the date that is two business days prior to the record date
for the vote on the Business Combination. If all or a portion of the Total Consideration paid or transferred in the Business Combination
is other than cash and securities (as described above), then the value of such other consideration shall be the fair market value thereof
on the Closing as mutually agreed upon in good faith by the Company and Advisor. Any amounts payable or transferable to the Company or
Target, or any affiliate of the Company or Target or any shareholder of the Company or Target in connection with a non-competition agreement
or any employment, consulting, licensing, supply, transfer, assignment, forbearance or other agreement (whether by separate agreement
or in the Transactions documents), to the extent that such amounts payable are greater than what would customarily be paid on an arms-length
basis, shall be deemed to be part of the consideration paid in the Business Combination. If all or a portion of the Total Consideration
payable or transferable in connection with a Business Combination includes future payments, whether or not in escrow, then the Company
shall pay Advisor any additional cash fee, determined in accordance with this Section 1, when, and if such payments are made.


 


2.
Expenses.


 


At
the Closing, the Company shall reimburse the Advisor up to $_____ for its reasonable costs and expenses incurred (including the fees
and disbursements of its counsel) in connection with the performance of its services hereunder; provided, however, all expenses in excess
of $____ in the aggregate shall be subject to the Company’s prior written approval, which approval will not be unreasonably withheld.
Reimbursable expenses shall be due and payable to the Advisor by wire transfer at the Closing from the Trust Account.


 


3.
Company Cooperation.


 


The
Company will cooperate with the Advisor including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all
documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to
the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the Company’s
management, auditors, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor
with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly
notify the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably
be considered material to the Advisor’s engagement hereunder.


 


Additionally,
in connection with any Business Combination, the Company shall (i) retain a firm to prepare a report and provide an opinion concerning
the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders based upon,
among other things, a financial review of the Target and its business and operations, (ii) engage an investigative search firm to conduct
an investigation of the directors and executive officers of the Target and provide copies of the search reports to Advisor and its legal
counsel, (iii) require counsel to the Company and the Target of such Business Combination to provide negative assurance letters to Advisor
as of the consummation of the Business Combination in form and substance reasonably satisfactory to Advisor, (iv) require the accounting
firm or firms that have audited any financial statements set forth in any disclosure document relating to such Business Combination to
provide “comfort letters” to Advisor pursuant to AU 634 of the Public Company Accounting Oversight Board as of the effectiveness
of any such disclosure document that was filed with, and declared effective by, the Securities and Exchange Commission, and as of the
consummation of the Business Combination and (v) take any other actions reasonably requested by Advisor.


 




    	 



     


    

 


4.
Representations; Warranties and Covenants.


 


The
Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the
Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading
as of the date thereof and as of the consummation of the Business Combination.


 


5.
Indemnity.


 


The
Company shall indemnify the Advisor and its affiliates and their respective directors, officers, employees, shareholders, representatives
and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding
the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim
of any kind in or to any monies in the Company’s trust account established in connection with the IPO (“Trust Account”)
with respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of,
or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect
to the Fee.


 


6.
Use of Name and Reports.


 


Without
the Advisor’s prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner,
member, employee, representative or agent thereof) shall quote or refer to, in any filings with the Securities and Exchange Commission,
any advice rendered by the Advisor to the Company or any communication from the Advisor, in each case, in connection with performance
of the Advisor’s services hereunder; provided that, if any such quote or reference is required by applicable federal or state law,
regulation or securities exchange rule, then (i) the Company shall provide Advisor with a draft of such disclosure prior to the filing
being made; (ii) Advisor shall be given the opportunity to comment on same; and (iii) Advisor’s consent shall not be unreasonably
withheld.


 


7.
Status as Independent Contractor.


 


Advisor
shall perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood
and agreed to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof
in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting
solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship
between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty
to the Company or any other person in connection with any of the matters contemplated by this Agreement.


 


8.
Potential Conflicts.


 


The
Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing
investment banking and advisory services from which conflicting interests may arise. Subject to applicable law, in the ordinary course
of business, the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions,
for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that
may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor
or any of its affiliates in conducting such business to the extent permitted by applicable law.


 




    	 



     


    

 


9.
No Legal Advice.


 


The
Company acknowledges that Advisor: (i) will not be opining or passing upon (A) the fairness to the Company or its shareholders of any
Business Combination, or (B) the relative merits of a Business Combination with a particular Target as compared to any alternative transaction;
(ii) will rely upon and assume, without independently verifying, the accuracy and completeness of all of the financial and other information
that is supplied or otherwise made available to it and will further rely upon the assurances of the Company’s and Target’s
management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading; (iii)
is not a legal, tax, accounting, environmental or regulatory advisor and will not express any views as to any legal, tax, accounting,
environmental or regulatory matters relating to a Business Combination and will assume that the Company has obtained or will obtain such
advice as it deems necessary or appropriate from qualified legal, tax, accounting, environmental and regulatory experts; (iv) will assume
that any projections or financial forecasts provided to it were reasonably prepared on a basis reflecting the best currently available
estimates and judgments of the management of the Company and the Target with respect to future financial performance; and (v) may not
physically inspect any of Target’s properties or facilities and may not make or obtain any evaluations or appraisals of the Target’s
assets or liabilities.


 


10.
Entire Agreement.


 


This
Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any
manner other than by an agreement in writing signed by the parties hereto.


 


11.
Notices.


 


Any
notices required or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private
courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or such other address
as may be given by a party in a notice given pursuant to this Section.


 


12.
Successors and Assigns.


 


This
Agreement may not be assigned by either party without the written consent of the other. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.


 


13.
Non-Exclusivity.


 


Nothing
herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services
or the payment by the Company of fees to such other consultants. The Company’s engagement of any other consultant(s) shall not
affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


14.
Applicable Law; Venue.


 


This
Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.


 


In
the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i)
resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association
(“AAA”) or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication
procedures of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the
discretion of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration)
with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such
forum rather than seeking to resolve it through another alternative forum set forth above.








 






    	 



     


    

 


In
the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s
offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the
AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable
by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall
be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by
the arbitrator[s] prior to the commencement of the hearings.


 


In
the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern
District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be
served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such
party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and
binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation therefor.


 


The
Company hereby appoints, without power of revocation, Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166, Attn: Michael
J. Blankenship, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any
arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to
take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a
period of seven years from the date of this Agreement.


 


15.
Counterparts.


 


This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 




    	 



     


    

 


If
the foregoing correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate
your agreement by signing in the place provided below, at which time this letter shall become a binding contract.


 


	 	EARLYBIRDCAPITAL,
    INC
	 	 	 
	 	By:	                             
	 	Name:
    	 
	 	Title:	 


 


	AGREED
    AND ACCEPTED BY: 	 
	 	 	 
	ALPHAVEST
    ACQUISITION CORP. 	 
	 	 	 
	By:	             	 
	Name:
    	 	 
	Title:	 	 


 




    	 



     


    

 


ANNEX
I


 


Indemnification


 


In
connection with the engagement of EarlyBirdCapital, Inc. (the “Advisor”) pursuant to that certain letter agreement
(“Agreement”) of which this Annex forms a part, AlphaVest Acquisition Corp. (the “Company”) hereby
agrees, subject to the second paragraph of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates
and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified
Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities
and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”),
that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the
Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s
behalf under the Agreement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and
expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim,
action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party.


 


The
Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence
or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall
have any liability to the Company for or in connection with the Company’s engagement of the Advisor except for any Claim incurred
by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.


 


The
Company further agrees that it will not, without the prior written consent of the Advisor which consent may not be unreasonably withheld,
settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may
be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise
or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification
is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution
but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the
extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested
by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory
to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the
defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person
reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those
available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any
such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary,
if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party
shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise
protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees
and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.


 




    	 



     


    

 


In
addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.


 


The
Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then
(whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity
is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor
on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the
amount of the Advisor’s contribution to such Claim exceed the amount of fees actually received by the Advisor from the Company
pursuant to the Advisor’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and
the Advisor on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total
value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction (whether
or not consummated) for which the Advisor is engaged to render services bears to (b) the fee paid or proposed to be paid to the Advisor
in connection with such engagement.


 


The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in
no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective
whether or not the Company is at fault in any way.