EX-10.1





 Exhibit 10.1 

October 14, 2021 
 Achari Ventures Holdings Corp. I 

60 Walnut Avenue Suite 400 
 Clark, NJ 07066 

 

	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”) entered into by and between Achari Ventures Holdings Corp. I, a
Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and
collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 11,500,000 units
that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase three quarters of 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 (File No. 333-258476) 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 15 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, each of Achari Sponsor Holdings I LLC (the “Sponsor”) and the undersigned individuals, each of whom
is a member of the Company’s board of directors and/or management team of the Company (each, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows: 

1. The officers and directors of the Company will not enter into a binding agreement for a proposed Business Combination or propose any
Business Combination to stockholders of the Company unless such action is first approved by the manager(s) of the Sponsor. 
 2. The Sponsor
and each Insider 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 engages in a tender offer in connection with any proposed
Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer. 

3. The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 15 months,
which is extendable at Sponsor’s option an additional 3 months (for a total of 18 months), as described in the Prospectus, 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 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 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 (as defined below), including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (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 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 and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in
connection with a Business Combination, (ii) certain amendments to the Charter prior to the completion of a Business 












 
Combination or (iii) (A) the Company obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or
(B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares
of Common Stock 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 its taxes, 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 held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, whether acquired now or hereafter, 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 stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the
Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the
Company does not complete a Business Combination within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock 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 its taxes, divided by the number of then outstanding Offering Shares, or (iii) in
the context of a tender offer made by the Company to purchase shares of Common Stock (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 the time period set forth in the Charter). 
 4. During the period
commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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 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 Units, shares of Capital Stock, Warrants or
any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the
effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business days
before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. 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. 
 5. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business
Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) 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) to which the Company may become subject as a result of any claim
by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do













 
not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the
date of the liquidation of the Trust Account, if less than $10.15 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes,
(y) not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor 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 Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. 

6. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units in full
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 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. The Sponsor will be required to forfeit only that number of Founder
Shares as is necessary 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. 

7. 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 an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 8(a), 8(b), 9, 10, 11 and 14, 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. 

8. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon
conversion thereof) (i) with respect to 50% of the founder shares for a period ending on the earlier of (A) the six month anniversary of our initial business combination or (B) the date on which the closing price of our public shares
exceeds $12.50 per share for any 20 trading days within any 30-trading day period following the closing of our initial business combination, and (ii) with respect to the other 50% of the founder
shares, for a period ending on the six month anniversary following the closing of our initial business combination, unless approved by our public stockholders. or 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 and each Insider agrees 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
8(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 8(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any
affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 an initial Business Combination at prices no greater than the price at which the shares or warrants were
originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; provided, however, that in each case these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. 












 9. 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 (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: 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. 
 10. Subject to Section 1, 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 Sponsor, any of the officers and directors of the Company or their affiliates or related entities, such transaction must
be approved by a majority of the Company’s disinterested directors and the Company must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions for the type of company
the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view. 

11. Each of the Insiders 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. Each Insider who is an officer of the Company agrees not to become an officer or director of any other special purpose acquisition
company with a class of securities registered under the Exchange Act until the Company has announced a definitive agreement regarding its initial Business Combination or the Company has failed to complete its initial Business Combination within 18
months after the closing of the Public Offering. In the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider 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. 

12. 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 or cash payments 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), other than the amounts described in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.” 

13. 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. 

14. (a) The Company and the Insiders will take all appropriate steps to ensure that the board of directors of the Company consists of seven
(7) members or as otherwise determined by the Sponsor in accordance with the Charter. 
 (b) In the event that any Sponsor
Representative is unable for any reason including lack of qualifications or refusal to serve as a director, then the Sponsor, shall be entitled to name a new nominee to fill such position and the directors of the Company will, in accordance with the
Charter, appoint that Sponsor Representative to the board of directors of the Company as a director of the Company. 












 (c) The Company agrees that the Sponsor Representative shall be indemnified by the Company
for their conduct as a director to the same extent and in the same manner as the current and other directors of the Company are currently indemnified and shall be included on the policy of directors and officers insurance to the same extent as all
other directors. 
 (d) Each of the Insiders acknowledge and agree not to take any action resulting in the Company incurring, accruing or
being obligated to any expenditure of $50,000 or greater, without the prior written consent of the Sponsor Representative. 
 15. 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 (a) the 2,875,000 shares of the Company’s
common stock, par value $0.0001 per share, issued to the Sponsor (up to 375,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase
price of $25,000, or $0.009 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v)
“Private Placement Warrants” shall mean the 7,133,333 Warrants to purchase (or up to 7,833,333 Warrants if the over-allotment option is exercised in full) shares of Common Stock of the Company that
the Sponsor has agreed to purchase for an aggregate purchase price of $5,350,000 (or up to $5,875,000 Warrants if the over-allotment option is exercised in full) in the aggregate, or $0.75 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 shall be deposited; and (viii) “Transfer” shall mean the (a) sale 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 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). 
 16. The Company will maintain an insurance policy or policies
providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers. 
 17. 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. 

18. 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. 
 19. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation 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. 
 20. 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. 












 21. 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. 

22. 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. 
 23. 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. 
 24. 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 paragraphs 4 and 11 of this Letter Agreement shall survive such liquidation. 
 25. The
Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter Agreement. 

26. Commencing on the effective date of the Prospectus for the Public Offering and continuing until the earlier of (i) the consummation by
the Company of a Business Combination or (ii) the Company’s liquidation as described in the Prospectus, the Sponsor shall make available to the Company, at no charge, certain office space as may be required by the Company from time to
time, situated at 60 Walnut Avenue Suite 400, Clark, NJ 07066 (or any successor locations). 
 [Signature Page
Follows] 












 Sincerely, 
  

					
	ACHARI SPONSOR HOLDINGS I LLC
		
	By:	 	/s/ Vikas Desai
		 	Name:	 	Vikas Desai
		 	Title:	 	Managing Member
		
	By:	 	/s/ Kevin K. Albert
		 	Name:	 	Kevin K. Albert
		
	By:	 	/s/ Mitchell G. Hara
		 	Name:	 	Mitchell G. Hara
		
	By:	 	/s/ Mark A. Pelson
		 	Name:	 	Mark A. Pelson
		
	By:	 	/s/ Seth Farbman
		 	Name:	 	Seth Farbman
		
	By:	 	/s/ Harry DeMott
		 	Name:	 	Harry DeMott
		
	By:	 	/s/ Merrick Friedman
		 	Name:	 	Merrick Friedman
		
	By:	 	/s/ Timothy J. Seymour
		 	Name:	 	Timothy J. Seymour
		
	By:	 	/s/ Vikas Desai
		 	Name:	 	Vikas Desai


  

					
	Acknowledged and Agreed:
	ACHARI VENTURES HOLDINGS CORP. I
		
	By:	 	/s/ Vikas Desai
		 	Name:	 	Vikas Desai
		 	Title:	 	Chief Executive Officer

 [Signature Page to Letter Agreement]