Exhibit 4.1


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE
OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR THE UNDERLYING SECURITIES OR CAUSE
IT OR THEM TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF THE PURCHASE OPTION BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES
OF THE OFFERING (AS DEFINED BELOW) TO ANYONE OTHER THAN TO (I) CHARDAN CAPITAL MARKETS, LLC (“CHARDAN”) OR AN
UNDERWRITER OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF CHARDAN OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(e)(2).


 


THIS PURCHASE OPTION IS EXERCISABLE COMMENCING ON THE CONSUMMATION
BY HUDSON ACQUISITION I CORP. (“COMPANY”) OF A MERGER, STOCK EXCHANGE, ASSET ACQUISITION, REORGANIZATION OR
OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
REGISTRATION STATEMENT (DEFINED HEREIN)). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF I) THE LIQUIDATION OF THE COMPANY’S
TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED
TIME PERIODS AND II) OCTOBER 14, 2027.


 


UNIT PURCHASE OPTION


 


FOR THE PURCHASE OF


 


Up to 57,500 UNITS


 


OF


 


HUDSON ACQUISITION I CORP.


 


1. Purchase Option.


 


THIS CERTIFIES THAT, in consideration of $100.00
duly paid by or on behalf of Chardan Capital Markets, LLC (“Holder”), as registered owner of this Purchase Option,
to HUDSON ACQUISITION I CORP., a Delaware corporation (the “Company”), Holder is entitled, at any time or from
time to time on or after the consummation of the initial Business Combination (“Commencement Date”) (as described
in the Company’s registration statement (“Registration Statement”) pursuant to which Units are offered
for sale to the public in Company’s initial public offering (“Offering”)) until the earlier of (i) the
liquidation of the Company’s trust account if the Company has not completed a business combination within the required time periods
and (ii) October 14, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to fifty thousand (50,000) units (“Units”) of the Company (or up to fifty-seven thousand
and five hundred (57,500) Units with the exercise of the over-allotment option in full in the Offering), each Unit consisting of one (1)
share of common stock of the Company, with a par value $0.0001 per share (“Common Stock”), and one (1) right
to receive one-fifth (1/5) of a share of Common Stock upon the consummation of a Business Combination (“Right(s)”).
Each Right has the same terms as the right included in the units being registered for sale to the public by way of the Registration Statement
(“Public Rights”). If the Expiration Date is a day on which banking institutions are authorized by law to close,
then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During
the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $11.50 per Unit so purchased; provided, however, that upon the occurrence of any of the
events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the
number of Units (and shares of Common Stock and Rights) to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context.


 






     


     


    

 


2.  Exercise OF PUrchase
option.


 


2.1 Exercise Form.
In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and delivered to
the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable in cash or
by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00
p.m., New York City local time, on the Expiration Date, this Purchase Option shall become null and void without further force or
effect, and all rights represented hereby shall cease and expire.


 


2.2 Cashless Exercise.


 


2.3.1 Determination of Amount. In lieu
of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being
entitled to receive shares of Common Stock) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the
Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units
(“Cashless Exercise Right”) as follows: upon exercise of the Cashless Exercise Right, the Company shall deliver
to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common
Stock and Rights comprising that number of Units) equal to the number of Units to be exercised multiplied by the quotient obtained by
dividing (x) the “Value” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market
Value (as defined below). The “Value” of the portion of the Purchase Option being converted shall equal the
remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase
Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase
Option being converted. As used herein, the term “Current Market Value” per Unit at any date means: (A) in the
event that the Units, shares of Common Stock and Public Rights are still trading, (i) if the Units are listed on a national securities
exchange or quoted on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Units in the principal
trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority (“FINRA”),
as the case may be, for the three trading days preceding the date in question; or (ii) if the Units are not listed on a national securities
exchange or quoted on the OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the average
reported last sale price for Units for the three trading days preceding the date in question for which such quotations are reported by
the Pink Sheets, LLC or similar publisher of such quotations; (B) in the event that the Units are not still trading but the shares of
Common Stock and Public Rights underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price
of the Common Stock and (y) the number of shares Common Stock underlying one Unit (which shall include the portion of a share of Common
Stock the holder of a Unit would automatically receive in connection with the Rights included in each such Unit); or (C) in the event
that the Units are not trading but the shares of Common Stock underlying the Units are still trading, the product of (x) the Current Market
Price of the Common Stock and (y) the number of shares of Common Stock underlying one Unit (which shall include the portion of a share
of Common Stock the holder of a Unit would automatically receive in connection with the Rights included in each such Unit). The “Current
Market Price” shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the OTC Bulletin Board
(or successor exchange), the average reported last sale price of the Common Stock in the principal trading market for the Common Stock
as reported by the exchange, Nasdaq or FINRA, as the case may be, for the three trading days preceding the date in question; (ii) if the
Common Stock is not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded
in the residual over-the-counter market, the average reported last sale price for the Common Stock for the three (3) trading days preceding
the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii)
if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors
of the Company shall determine, in good faith.


 


2.3.2 Mechanics of Cashless Exercise.
The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the
Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto with the cashless exercise section
completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Units the Holder will purchase pursuant
to such Cashless Exercise Right.


 






    2


     


    

 


2.4 No Obligation to Net Cash Settle.
Notwithstanding anything to the contrary contained in this Purchase Option, in no event will the Company be required to net cash settle
the exercise of the Purchase Option. The holder of the Purchase Option will not be entitled to exercise the Purchase Option unless it
exercises such Purchase Option pursuant to the Cashless Exercise Right or a registration statement is effective, or an exemption from
the registration requirements is available at such time and, if the holder is not able to exercise the Purchase Option, the Purchase Option
will expire worthless.


 


3. Transfer of purchase
option.


 


3.1 General Restrictions. The registered
Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase
Option (or the securities underlying this Purchase Option), or cause the Purchase Option (or the securities underlying this Purchase Option)
to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition
of the Purchase Option by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on
the date of commencement of sales of the Offering to anyone other than (i) Chardan or an underwriter or selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of Chardan or of any such underwriter or selected dealer. On and after the 181st
day after the date of commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions
from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form
attached hereto as Exhibit A duly executed and completed, together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith. Subject to the terms and conditions set forth herein, the Company shall within five (5) business days
transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment.


 


3.2 Restrictions Imposed by the Act.
The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable
state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing
that the opinion of Hunter Taubman Fischer & Li LLC shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by
the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


4. New Purchase Option
to be Issued.


 


4.1 Partial Exercise or Transfer. Subject
to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or in part. In the event of
the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price (except to the extent that the Holder elects to exercise this
Purchase Option by means of a cashless exercise as provided in Section 2.2 above) and/or transfer tax, the Company shall cause
to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder evidencing
the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase Option has not been exercised
or assigned


 


4.2 Lost Certificate. Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Option and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Option of like tenor and date.
Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute
contractual obligation on the part of the Company.


 






    3


     


    

 


5. REGISTRATION RIGHTS.


 


5.1 Demand
Registration.


 


5.1.1 Grant of Right. The Company,
upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Option and/or
the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to
register (the “Demand Registration”) under the Act on one occasion, all or any portion of the (i) Purchase Option
requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Option, including the
Units, shares of Common Stock, Rights and the shares of Common Stock underlying the Rights and (ii) the securities issued to the Holder
prior to or concurrently with the Offering and all the securities underlying such securities (collectively, the “Registrable
Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities as expeditiously as possible within sixty (60) days after
receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be made at any time from the Commencement Date and for a period
of five years beginning on the commencement of sales of the Offering. The Initial Demand Notice shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of
the Purchase Option and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand
Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in
the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section
5.1.4. The Company shall not be required to effect more than one (1) Demand Registrations under this Section 5.1 in respect
of all Registrable Securities.


 


5.1.2 Effective Registration. Notwithstanding
Section 5.1.5, a registration will not count as a Demand Registration until the registration statement filed with the Commission,
with respect to such Demand Registration, has been declared effective and the Company has complied with all of its obligations under this
Purchase Option with respect thereto.


 


5.1.3 Underwritten Offering. If the
Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder
to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting
and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Majority Holders.


 


5.1.4 Reduction of
Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or
maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i)
first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such person has requested be included in such registration, regardless of the number
of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the maximum Number of Shares; (ii) second, to the extent that the maximum Number of Shares has not been reached
under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the maximum Number of Shares; (iii) third, to the extent that the maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities registrable pursuant to the terms of the
Registration Rights Agreement between the Company and the initial investors in the Company and Chardan, dated as of October 14, 2022
(the “Registration Rights Agreement” and such registrable securities, the “Investor
Securities”) as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata,
that can be sold without exceeding the maximum Number of Shares; and (iv) fourth, to the extent that the maximum Number of Shares
has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons
and that can be sold without exceeding the maximum Number of Shares.


 






    4


     


    

 


5.1.5 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice
to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the registration statement
filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from
a proposed offering relating to a Demand Registration, then the Company does not have to continue its obligations under Section 5.1,
provided that, any such withdrawal will not count as the Demand Registration if the Demanding Holders pay all of the Company’s
out-of-pocket expenses, with respect to such withdrawn registration.


 


5.1.6 Terms. The Company shall bear
all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting
commissions. The Company agrees to use its reasonable best efforts to qualify or register the Registrable Securities in such states as
are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to
register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii)
the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use
its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section
5.1.1 to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective
amendment.


 


5.2 Piggy-Back
Registration.


 


5.2.1 Piggy-Back
Rights. If at any time during the seven year period commencing on the commencement of sales of the Offering the Company proposes
to file a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of
the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section
5.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give
written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten
(10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number
of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such Piggy-Back Registration.


 






    5


     


    

 


5.2.2 Reduction of Offering. If the
managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell,
taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been
requested under this Section 5.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum Number of Shares,
then the Company shall include in any such registration:


 


(a) If the registration is undertaken for
the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the maximum Number of Shares; (B) second, to the extent that the maximum Number of Shares has not been reached under
the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Investor Securities,
as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the maximum Number of Shares; and (C) third, to the extent that the maximum Number
of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account
of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons
and that can be sold without exceeding the maximum Number of Shares;


 


(b) If the registration is a “demand”
registration undertaken at the demand of holders of Investor Securities, (A) first, the shares of Common Stock or other securities for
the account of the demanding persons, Pro Rata, that can be sold without exceeding the maximum Number of Shares; (B) second, to the extent
that the maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the maximum Number of Shares; (C) third, to the extent that the maximum
Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof, that can be sold without exceeding the maximum Number of Shares; and (D)
fourth, to the extent that the maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares
of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the maximum Number of Shares; and


 


(c) If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities or of Investor Securities, (A)
first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the
maximum Number of Shares; (B) second, to the extent that the maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the maximum Number
of Shares; (C) third, to the extent that the maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively
the shares of Common Stock or other securities comprised of Registrable Securities and Investor Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that can be sold without exceeding
the maximum Number of Shares; and (D) fourth, to the extent that the maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the maximum Number of Shares.


 


5.2.3 Withdrawal. Any
holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the
registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as provided in Section 5.2.4.


 


5.2.4 Terms. The Company shall bear
all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders
of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period in
which the Purchase Option is exercisable) by the Company until such time as all of the Registrable Securities have been registered and
sold. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall
use its best efforts to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective
for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such
securities.


 






    6


     


    

 


5.3 General Terms.


 


5.3.1 Indemnification. The Company
shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person,
if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, Chardan and the other underwriters
named therein dated the Effective Date (“Underwriting Agreement”). The Holder(s) of the Registrable Securities
to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns
for specific inclusion in such registration statement or arising from any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement contained therein not misleading in connection with the registration of the Registrable
Securities, to the same extent and with the same effect as the provisions contained in Section 5 of the Underwriting Agreement pursuant
to which the underwriters have agreed to indemnify the Company.


 


5.3.2 Exercise of Purchase Option.
Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Option.


 


5.3.3 Documents Delivered
to Holders. The Company shall furnish Chardan, for as long as it is a Holder, as representative of the Holders participating in
any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the
Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public
accountants who have issued a report on the Company’s financial statements included in such registration statement, in each
case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and,
in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also deliver promptly to Chardan, as representative of the Holders
participating in the offering, the correspondence and memoranda described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement and permit Chardan, as representative of the Holders, to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems
reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to
such reasonable extent and at such reasonable times and as often as Chardan, as representative of the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential information or other records to Chardan, as representative
of the Holders, or to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements
(in form and substance reasonably satisfactory to the Company), with the Company with respect thereto.


 






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5.3.4 Underwriting Agreement. The Company
shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities
are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such
agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall
contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and
contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder
shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of
disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.5 Rule 144 Sale. Notwithstanding
anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2
to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where such Holder would then be entitled
to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof)
all of the Registrable Securities then held by such Holder, or (ii) where the number of Registrable Securities held by such Holder is
within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule
144).


 


5.3.6 Supplemental Prospectus. Each
Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus included
in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, such Holder
will immediately discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities
until such Holder’s receipt of the copies of a supplemental or amended prospectus, and, if so desired by the Company, such Holder
shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction)
all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


5.3.7 Holder
Obligations. No Holder may participate in any underwritten offering pursuant to this
Section 5 unless such Holder (i) agrees to sell only the Holder’s Registrable Securities on the basis reasonably provided in
any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably and customarily required by or under the terms of
any underwriting agreement.


 






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6. ADJUSTMENTS.


 


6.1 Adjustments to Exercise Price and Number
of Securities. The Exercise Price and the number of Units underlying the Purchase Option shall be subject to adjustment from time
to time as hereinafter set forth:


 


6.1.1 Stock Dividends - Split-Ups.
If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding shares of Common Stock
is increased by a stock dividend payable in Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be increased in
proportion to such increase in outstanding shares.


 


6.1.2 Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common Stock is decreased by
a consolidation, combination or reclassification of the Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock underlying each of the Units purchasable hereunder shall be decreased in proportion to such decrease
in outstanding shares and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section
6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common Stock or in the case of any merger or consolidation
of the Company with or into another company (other than a consolidation or merger in which the Company is the continuing entity and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another company or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until the expiration of the right of exercise
of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior
to such event, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock
of the Company obtainable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results
in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4 Changes in Form of
Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section, and a Purchase
Option issued after such change may state the same Exercise Price and the same number of Units as are stated in the Purchase Option
as initially issued. The acceptance by any Holder of the issuance of a new Purchase Option reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation
thereof.


 


6.2 Substitute Purchase Option. In
case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another entity (other than
a consolidation or merger which does not result in any reclassification or change of the outstanding shares of Common Stock), the entity
formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder
of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase
Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares and other securities and property receivable
upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide
for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly
apply to successive consolidations or mergers.


 


6.3 Elimination of
Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock
or Rights upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down
to the nearest whole number of shares of Common Stock, Rights or other securities, properties or rights.


 






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7. RESERVATION AND
LISTING. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of issuance upon exercise of the Purchase Option (including the shares of Common Stock underlying the Rights),
such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Option and payment of the Exercise Price therefor, all shares of Common Stock
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Option shall be outstanding, the Company shall use its best efforts to cause all (i)
Units and shares of Common Stock issuable upon exercise of the Purchase Option, (ii) Rights issuable upon exercise of the Purchase Option
and (iii) shares of Common Stock underlying the Rights included in the Units issuable upon exercise of the Purchase Option to be listed
and/or quoted (subject to official notice of issuance) on all securities exchanges (or, if applicable, on the OTC Bulletin Board or OTC
Markets Group, Inc. or any successor trading market) on which the Common Stock may then be listed and/or quoted.


 


8. CERTAIN NOTICE
REQUIREMENTS.


 


8.1 Holder’s Right to Receive Notice.
Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a stockholder for the election of directors
or any other matter, or as having any rights whatsoever as a stockholders of the Company. If, however, at any time prior to the expiration
of the Purchase Option and its exercise, any of the events described in Section 8.2 shall occur, then, in each such event, the
Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver
to each Holder a copy of each notice given to the other stockholders of the Company at the same time and in the same manner that such
notice is given to the stockholders.


 


8.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company
shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business shall be proposed.


 


8.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Executive Officer.


 


8.4 Transmittal of Notices. All notices,
requests, consents and other communications under this Purchase Option shall be in writing and shall be deemed to have been duly made
when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Option, to
the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the following address or to such other
address as the Company may designate by notice to the Holders:


 


Hudson Acquisition I Corp.


19 West 44th Street, Suite 1001


New York, New York 10036


Attn: Jiang Hui, Chief Executive Officer


Email: jiang@pxspac.com


 






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9. MISCELLANEOUS.


 


9.1 Amendment The Company and Chardan,
for as long as it is a Holder, may from time to time supplement or amend this Purchase Option without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Chardan
may deem necessary or desirable and that the Company and Chardan deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification
or amendment is sought.


 


9.2 Headings. The headings contained
herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of
any of the terms or provisions of this Purchase Option.


 


9.3 Entire Agreement. This Purchase
Option (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Option) constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect. This Purchase Option
shall inure solely to the benefit of and shall be binding upon the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions herein contained.


 


9.5 Governing Law; Submission to Jurisdiction.
This Purchase Option shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
giving effect to conflict of laws principles thereof. Each of the Holder and the Company hereby agrees that any action, proceeding or
claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the Holder and the Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company
in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefore.


 


9.6 Waiver, Etc. The failure of the
Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity of this Purchase Option or any provision hereof or the right of the Company
or any Holder to thereafter enforce each and every provision of this Purchase Option. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Purchase Option shall be effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non- fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach or non-compliance.


 


9.7 Execution in Counterparts. This
Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective
when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.


 


9.8 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any time
prior to the complete exercise of this Purchase Option by Holder, if the Company and Chardan enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Options will be
exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the
Exchange Agreement.


 


[Signature Page Follows]


 






    11


     


    

  


IN WITNESS WHEREOF, the Company has caused this
Purchase Option to be signed by its duly authorized officer as of the October day of 14, 2022.


 


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


 






     


     


    

 


Exhibit A: Form to be used to exercise Purchase
Option


 


Jiang Hui


Chief Executive Officer


Hudson Acquisition I Corp.


19 West 44th Street, Suite 1001


New York, New York 10036


 


Date: [●], 20_____


 


The undersigned hereby elects irrevocably to exercise all or a portion
of the within Purchase Option and to purchase ____ Units of HUDSON ACQUISITION I CORP. and hereby makes payment of $____________ (at the
rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto. Please issue the securities as to which this Purchase
Option is exercised in accordance with the instructions given below.


 


Or


 


The undersigned hereby elects irrevocably to convert its right to purchase
_________ Units purchasable under the within Purchase Option by surrender of the unexercised portion of the attached Purchase Option (with
a “Value” based of $_______ based on a “Market Price” of $_______). Please issue the securities comprising the
Units as to which this Purchase Option is exercised in accordance with the instructions given below.


 


________________________


 


NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


________________________


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC. RULE 17Ad-15).


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name


	 
	(Print in Block Letters)


 


Address


	 
	 


 






     


     


    

 


Exhibit B: Form to be used to assign Purchase
Option


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect a transfer of
the within Purchase Option):


 


FOR VALUE RECEIVED,______________________________________________ does
hereby sell, assign and transfer unto___________________________________________ the right to purchase __________ Units of HUDSON ACQUISITION
I CORP. (“Company”) evidenced by the within Purchase Option and does hereby authorize the Company to transfer
such right on the books of the Company.


 


Dated: __________ __, 20___


 


	 	 
	 	Signature


 


	 	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.
	 	 	 	 
	 	 	 	 


 


Signature(s) Guaranteed:


 


____________________


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC. RULE 17Ad-15).