Exhibit 10.1


 


[*], 2022


 


Plutonian Acquisition Corp.


c/o Plutonian Investments LLC


1441 Broadway 3rd, 5th & 6th Floors


New York, NY 10018


 


EF Hutton,
division of Benchmark Investments, LLC


590 Madison
Avenue, 39th Floor


New York, NY
10022


Attn: Jim Campbell


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter agreement is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by
and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of
Benchmark Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule
A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001
par value (the “Common Stock”), one warrant, where each warrant entitles the holder to purchase one share of
Common Stock at a price of $11.50 per share (the “Warrants”), and one right to receive one-sixth (1/6) of one
share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph [18] hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned Insider as a stockholder of the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned Insider hereby agrees with the Company as follows:


 


1. If the Company solicits approval
of its stockholders of a Business Combination, the undersigned Insider will vote all shares of Common Stock beneficially owned by him,
her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. The undersigned hereby agrees
that in the event that the Company fails to consummate a Business Combination within nine (9) months, the time period by which the Company
must consummate a Business Combination may be extended by up to nine (9) months. For such extension, Plutonian Investments LLC (and/or
its affiliates or designees) is required to deposit into the Trust Fund for each additional one-month period, an aggregate of $165,000,
or up to $189,750 if the Underwriters' over-allotment option was exercised in full (in either case, $0.033 per IPO Share per month) on
or prior to the date of the applicable deadline. Such extension payments would be made in the form of non-interest bearing loans to the
Company (the “Extension Loans”), which are due and payable on the consummation of the initial Business Combination
out of the proceeds of the Trust Fund released to the Company, or at the option of Plutonian Investments LLC, all or a portion of all
of the total loan amount may be converted into Units at a price of $10.00 per Unit, which Units will be identical to the Private Units.
If the Company does not complete a Business Combination, the Extension Loans will be repaid out of funds not held in the trust account,
and only to the extent available.


 


3. (a) Unless the Company’s
stockholders are previously given the option to redeem their shares in connection with amending applicable documents to extend the time
that the Company has to complete a Business Combination, if the Company fails to consummate a Business Combination within 9 months from
the closing of the IPO (or, in the event that the Company extended the period of time to consummate a business combination up to 18 months
from the closing of the IPO, as specified in the Company’s amended and restated certificate of incorporation), then the undersigned
Insider shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares
and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






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(b) The undersigned Insider
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net
assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [and any shares underlying the Private
Units]1 (“Claim”) and hereby waives any Claim the undersigned Insider may have in the future as
a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever. [The undersigned Insider acknowledges and agrees that there will be no distribution from the Trust Fund with respect
to any shares of Common Stock, Warrants or Rights underlying the Private Units, all of which will terminate on the Company’s liquidation.]2


 


4. [In the event of the liquidation
of the Trust Fund, the undersigned Insider agrees to indemnify and hold harmless the Company against any and all loss, liability, claims,
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) which the Company may become subject
as a result of any claim by any target business or vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce
the amount of funds in the Trust Fund; provided that such indemnity shall not apply if such target business, vendor or
other person has executed an agreement waiving any claims against the Trust Fund.]3


 


5. [In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
the undersigned Insider agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse for such expenses.]4


 


6. [(a)]5 During
the period ending 180 days after the effective date of the Underwriting Agreement, the undersigned Insider hereby agrees he, she or it
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 U.S. Securities and Exchange Commission
(the “SEC”) promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants, Rights or any
securities convertible into, or exercisable, or exchangeable for, shares of Common 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 Common Stock, Warrants, Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Common 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). The undersigned Insider acknowledges and agrees
that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph [6], 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 (i) the release or waiver is effected solely to permit a transfer of securities
that is not for consideration and (ii) 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.


 


[(b) The undersigned Insider
hereby agrees that none of the Private Units or any shares of Common Stock, Warrants or Rights underlying the Private Units may be sold,
assigned or transferred (except to the Permitted Transferees) until after the consummation of the initial Business Combination. The “Permitted
Transferees” include: (i) transfers among the Insiders, to our officers, directors, advisors and employees, (ii) transfers
to an insider’s affiliates or its members upon its liquidation, (iii) transfers to relatives and trusts for estate planning purposes,
(iv) transfers by virtue of the laws of descent and distribution upon death, (v) transfers pursuant to a qualified domestic relations
order, (vi) private sales made at prices no greater than the price at which the securities were originally purchased or (vii) transfers
to us for cancellation in connection with the consummation of an initial business combination, in each case (except for clause (vii))
where the transferee agrees to the same transfer restrictions, as well as the other applicable restrictions and agreements of the holders
of the insider shares.]6


 





 






	1	Plutonian Investments LLC only.
	2	Plutonian Investments LLC only.
	3	Plutonian Investments LLC only.
	4	Plutonian Investments LLC only.
	5	Plutonian Investments LLC only.
	6	Plutonian Investments LLC only.



  






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7. The undersigned Insider will
escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into with
the undersigned Insider and an escrow agent acceptable to the Company.


 


8. [The undersigned Insider
agrees that until the Company consummates a Business Combination, the undersigned Insider’s Private Units will be subject to the
transfer restrictions described in the Subscription Agreement relating to the undersigned Insider’s Private Units.]7


 


9. In order to minimize potential
conflicts of interest which may arise from multiple affiliations, the undersigned Insider agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations
the undersigned Insider might have.


 


10. The undersigned Insider acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders or their affiliates,
including any company that is a portfolio company of, or otherwise affiliated with, or has received financial investment from, an entity
with which any Insider or its affiliates is affiliated, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm (or another independent firm
that commonly renders valuation opinions for the type of target business that 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. Neither the undersigned
Insider, any member of the family of the undersigned Insider, nor any affiliate of the undersigned Insider will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of
the Business Combination; provided that the Company shall be allowed to repay working capital loans (the “Working
Capital Loans”) made by the undersigned Insider to the Company in cash upon consummation of the Business Combination. Notwithstanding
the foregoing, the undersigned Insider and any affiliate of the undersigned Insider shall be entitled to reimbursement from the Company
for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination.


 


12. Neither the undersigned
Insider, any member of the family of the undersigned Insider, nor any affiliate of the undersigned Insider will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned Insider, any member of the family of the undersigned
Insider or any affiliate of the undersigned Insider originates a Business Combination.


 


13. [The undersigned Insider
agrees to be a [director/officer] of the Company until the earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company. The undersigned Insider’s biographical information previously furnished to the Company and the Representative
is true and accurate in all material respects, does not omit any material information with respect to the undersigned Insider’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).]8 The undersigned Insider’s FINRA Questionnaire
and Director and Officer Questionnaire previously furnished to the Company and the Representative is true and accurate in all material
respects. The undersigned Insider represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 





 






	7	Plutonian Investments LLC only.



	8	Only remove for Plutonian Investments LLC.



 






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	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she
    or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
    of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures
    commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
    any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person
    of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
    or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
    any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
    in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
    or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in clause (e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


  


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 






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	 	(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she
    or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her
    or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal
    securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule
    10b-5 thereunder, Section 15(c) and Section 206(1) of the Investment Advisers Act of 1940, as amended (the “Advisers
    Act”), or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned Insider from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or 203(f) of the Advisers Act that: (i) suspends or revokes the undersigned Insider’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned Insider from being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


  






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14. The undersigned has full
right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement [and the undersigned
Insider has full right and power, without violating any agreement by which he, she or it is bound, to serve as a Director and/or officer
of the Company and consents to being named in the registration statement on Form S-1 and prospectus filed by the Company with the SEC,
road show and any other materials as an officer and/or director of the Company, as applicable.]9.


 


15. The undersigned Insider
hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the
undersigned Insider, directly or indirectly, whether purchased by the undersigned Insider prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell such shares in connection with any vote to approve
a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate of
Incorporation, or a tender offer by the Company prior to a Business Combination.


 


16. The undersigned Insider
hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation
with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the
Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


17. In connection with Section
5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive
law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this
letter agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration Rules of the
American Arbitration Association (“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 and that the arbitrator panel’s decision shall be final and enforceable
by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services,
together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed
by the arbitrators.


 


18. As used herein, (i) a “Business
Combination” means a merger, share exchange, asset acquisition, contractual arrangement, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and stockholders of the Company immediately prior to the IPO and, for the avoidance of doubt, does not include
the Representative or the Underwriters; (iii) “Insider Shares” means all of the shares of Common Stock acquired
by an Insider prior to the IPO; (iv) “IPO Shares” means the shares of Common Stock issued in the IPO; (v) “Private
Units” means (x) the Units purchased in the private placement taking place simultaneously with the consummation of the IPO,
(y) the additional Units purchased in the private placement taking place simultaneously with any exercise of the over-allotment option
by the underwriters in the IPO as described in the Registration Statement and (z) any additional Units issued in consideration of Working
Capital Loans or Extension Loans; (vi) “Registration Statement” means the registration statement on Form S-1
filed by the Company with respect to the IPO; and (vii) “Trust Fund” means the trust fund into which a portion
of the net proceeds of the IPO will be deposited.


 


19. 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.


 





 






	9	Only remove for Plutonian Investments LLC.



 






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If to the Representative:


 


EF Hutton, division of Benchmark Investments,
LLC


590 Madison Avenue, 39th Floor


New York, NY 10022


Attn: Jim Campbell


Email: JCampbell@efhuttongroup.com  


 


with a copy (which copy shall not constitute notice)
to:


 


Bracewell LLP

711 Louisiana Street, Suite 2300


Houston, TX 77002-2770

Attn: Dan Areshenko, Esq.

Email: dan.areshenko@bracewell.com


 


If to the Company:


 


Plutonian Acquisition
Corp.


c/o Plutonian
Investments LLC


1441 Broadway 3rd, 5th & 6th Floors


New York, NY
10018


Attn: Wei Kwang
Ng, Chief Executive Officer


Email: ngweik@plutoniancorp.com


 


with a copy (which copy shall not constitute notice)
to:


 


Wilson Sonsini
Goodrich & Rosati Professional Corporation


1301 Avenue of
the Americas, 40th Floor


New York, NY
10019-6022


Attn: Sally Yin,
Esq.


Email: syin@wsgr.com 


 


20. 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 parties hereto and any successors and assigns
thereof.


 


21. The undersigned Insider
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth
herein in proceeding with the IPO.


 


[Signature Page Follows]


 




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	Sincerely,	 
	
    
	 
	By:	 	 
	 	Name of Insider:	 


 

























 


Signature Page to Insider Letter Agreement