Exhibit 10.1


 


FORM OF LETTER AGREEMENT AMONG THE REGISTRANT,
ITS OFFICERS AND DIRECTORS


AND HUDSON SPAC HOLDING, LLC 


 


October 14, 2022


 


19 West 44th Street, Suite 1001


New York, New York 10036


 


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 HUDSON ACQUISITION I 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”)
and one right (the “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) 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 11 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, Hudson SPAC Holding, LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that if
the Company seeks shareholder approval of a proposed Business Combination (as defined below), then in connection with such proposed Business
Combination, it, he or she shall (i) vote any Common Stock owned by it, him or her in favor of any proposed Business Combination and (ii)
not redeem any Common Stock owned by it, him or her in connection with such shareholder approval.


 


2. The Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within 9 months from the closing of the Public Offering (or up
to 15 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as
described in more detail in the Prospectus), or such later period approved by the Company’s shareholders in accordance with the
Company’s amended and restated 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 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, including interest (which interest shall be net of taxes payable and less
up to $101,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will
completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under 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 Shareholders to exercise redemption rights with respect to the Offering Shares or modify the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 9 months (or up to 15 months) from the closing of the Public Offering, or (b) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
Offering Shares.


 




     


     


    

 


The Sponsor and each Insider acknowledges that
it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares (as defined below) held by it. The Sponsor and
each Insider hereby further waives, with respect to any 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 shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase
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 9 months (or up to 15 months) from the closing
of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended
and restated 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. In the event an excise tax and/or any other
similar fees or taxes in nature are levied or imposed on the Company pursuant to any current, pending or future rule(s) or law(s), including
without limitation any excise tax imposed under the Inflation Reduction Act of 2022 in relation to a redemption of securities as described
in the Registration Statement or otherwise, the Company and the Sponsor agree to promptly pay each such tax or fee (but in any event sufficiently
prior to the due date for such tax or fee to assure timely payment thereof). In the event the Company is unable to pay such a tax or fee,
the Company agrees to promptly notify and cause the Sponsor to either directly pay such tax or fee on behalf of the Company or advance
to the Company such funds as necessary and appropriate to allow the Company to pay such tax or fee (but in any event sufficiently prior
to the due date for such tax or fee to assure timely payment thereof). The Company and the Sponsor agree not to seek recourse for such
expenses from the Trust Fund.


 


5. 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.


 




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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 Common Stock after the Public Offering (assuming
the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). The Initial Shareholders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of the Company’s
issued and outstanding Common Stock upon the consummation of the Public Offering (assuming the Initial Shareholders do not purchase any
units in the Public Offering and excluding the Private Shares). In connection with such increase or decrease in the size of the Public
Offering, then (A) the references to 1,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph
shall be changed to a number equal to 15% of the number of 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 Common Stock after the Public
Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering).


 


6. 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, 5, 7(a), 7(b) and 9 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.


 


7. (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 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 Shareholders having
the right to exchange their 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 and Private Rights) until 30 days after the completion of
a Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in
paragraphs 7(a) and 7(b), Transfers of the Founder Shares and Private Units (including the Private Shares and Private Rights), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any affiliate of the Sponsor, any members of the Sponsor, or any of its affiliates, officers, directors, direct and indirect equityholders,
(b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of
which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a
business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the
Company’s liquidation prior to the completion of the Company’s initial business combination; or (g) by virtue of the
laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, provided, however, that in
the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing to be bound
by these transfer restrictions.


 



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8. 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.


 


9. 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).


 


10. 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.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (i) “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 Shareholders” shall mean the Sponsor
and any Insider that holds Founder Shares; (iv) “Private Units” shall mean the 420,000 units (or up to 483,000
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 $4,200,000 in the aggregate (or up to $4,830,000 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 Common Stock underlying the Private Units, (vii) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; (ix) “Transfer” shall
mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12. 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.


 



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13. 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.


 


14. 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.


 


15. 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.


 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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,
2022; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 



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	 	Sincerely,



Hudson SPAC Holding, LLC
	 	 
	 	By:	/s/
Xiaoyue Zhang
	 	 	Name: 	Xiaoyue Zhang
	 	 	Title:	Authorized Signatory


 


	 	By: 	/s/ Jiang Hui
	 	Name:   	Jiang Hui
	 	Title: 	Chairman and Chief Executive Officer
	 	 
	 	By: 	/s/ Hon Man Yun
	 	Name: 	Hon Man Yun
	 	Title: 	Chief Financial Officer and Director
	 	 
	 	By:	 /s/
Rodobaldo Duartes
	 	Name:	 Rodobaldo Duartes
	 	Title: 	Independent Director
	 	 
	 	By: 	/s/ Pengfei Xie
	 	Name:	 Pengfei Xie
	 	Title: 	Senior Advisor
	 	
	 	By: 	/s/ Chiang Hsien
	 	Name:	 Chiang Hsien
	 	Title: 	Independent Director
	 	 
	 	By:	 /s/
Lixin Wu
	 	Name: 	Lixin Wu
	 	Title:	 Independent Director



 


	Acknowledged and Agreed:	 
	 	 
	HUDSON ACQUISITION I CORP.	 
	 	 
	By: 	/s/ Jiang Hui	 
	 	Name:   	Jiang Hui	 
	 	Title: 	Chairman and Chief Executive Officer	 


 


[Signature Page - Letter Agreement]


 


 


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