Exhibit 10.1





 


October 18, 2021


 


 


Blockchain Moon Acquisition Corp.


4651 Salisbury Road, Suite 400


Jacksonville FL, 32256


 


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 Blockchain Moon Acquisition Corp., a Delaware corporation (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 share of common stock of the Company, par value $0.0001 per share (the “Common Stock”)
one right (the “Right”), and one warrant, with each Warrant entitling its holder to purchase one-half (1/2)
of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”). Each Right entitles the holder thereof
to receive one-tenth (1/10) of one share of Common Stock 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, Jupiter 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 stockholder 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 shares of Common 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.


 


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 stockholders in accordance with the Company’s amended and restated certificate of incorporation, 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 shares of 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, 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 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 to not propose any amendment to the Company’s amended and restated certificate of
incorporation (a) that would affect the ability of Public Stockholders 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, as applicable) from the closing of the Public
Offering, or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity, unless the Company provides its Public Stockholders 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 shares of Common Stock 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 stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Common Stock (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, as applicable) 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).


 


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) $10.00 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. The undersigned will
escrow all of his, her or its Founder Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company.  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 Delaware 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
shares of Common Stock after the Public Offering (assuming the Initial Stockholders do not purchase any units in the Public Offering
and excluding the Private Shares). The Initial Stockholders 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 Stockholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding shares of Common Stock upon
the consummation of the Public Offering (assuming the Initial Stockholders 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 shares of Common Stock 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 shares of Common
Stock after the Public Offering (assuming the Initial Stockholders 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 shares of Common Stock 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 Stockholders having the right to exchange their shares of Common Stock 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, Private Rights and Private Warrants)
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,
Private Rights and Private Warrants), 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 equity holders, (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.


 






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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).


 


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 any merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination involving the Corporation and one or more businesses or entities (“Target Business”),
or entering into contractual arrangements that give the Corporation control over such a Target Business; (i) “Common
Stock” shall mean, collectively, the Common Stock; (ii) “Founder Shares” shall mean the 2,875,000
Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iii) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (iv) “Private Units”
shall mean the 400,000 units (or up to 430,000 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 $4,000,000 in the aggregate (or up to
$4,300,000 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 shares of Common Stock
underlying the Private Units, (vii) “Public Stockholders” shall mean the holders of securities issued in
the Public Offering; (viii) Private Warrants” shall mean the warrants underlying the Private Units, (ix) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (x) “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.


 






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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.


  


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 December 31,
2021; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 


[signature page follows]


 






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	 	Sincerely,
	 	 	 	 
	 	Jupiter Sponsor, LLC
	 	 	 	 
	 	By:	 	 /s/ Enzo Villani
	 	 	Name:	Enzo Villani
	 	 	Title:	Managing Member
	 	 	 	 
	 	     /s/ Enzo Villani
	 	Enzo Villani
	 	 	 	 
	 	     /s/ We Levitt
	 	Wes Levitt
	 	 	 	 
	 	     /s/ James Haft
	 	James Haft
	 	 	 	 
	 	    /s/ Michael Terpin
	 	Michael Terpin
	 	 
	 	    /s/ David Shafrir
	 	David Shafrir
	 	 
	 	    /s/ John Jacobs
	 	 John Jacobs



 


	Acknowledged and Agreed:	 
	 	 	 	 
	BLOCKCHAIN MOON ACQUISITION CORP.	 
	 	 	 	 
	By:	 	 
	 	Name:	Enzo Villani	 
	 	Title:	Chairman and Chief Executive Officer	 



 


[Signature Page – Insider Letter
Agreement]


 








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