Exhibit
10.1


 


[●],
2022


 


EF
Hutton Acquisition Corporation I


24
Shipyard Drive, Suite 102


Hingham,
MA 02043


 


EF
Hutton division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, New York 10022


 


Re:
Initial Public Offering


 


Gentlemen:


 


This
letter agreement (the “Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between EF Hutton Acquisition Corporation I, a Delaware
corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as the representative (“Representative”)
of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public
offering (the “IPO”) of up to 10,000,000 of the Company’s units (or 11,500,000 units if the underwriters’
over-allotment option is exercised in full) (the “Units”), each comprised of one share of common stock of the
Company, par value $0.0001 per share (the “Common Stock”), one redeemable warrant, with each warrant being
exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”), and one
right entitling the holder to receive 1/8 of one share of Common Stock upon the consummation of the Company’s initial business
combination (“Rights”). Certain capitalized terms used herein are defined in paragraph 13 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 as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.
It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of EF Hutton Partners, LLC (the “Sponsor”). If the Company solicits approval of its
stockholders of a Business Combination, the undersigned 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.
(a) In the event that the Company fails to consummate a Business Combination within 9 months from the closing of the Company’s
IPO (or up to 18 months from the closing of the Company’s IPO, if extended), the undersigned shall take all reasonable steps to
(i) cause the Company to cease all operations except for the purpose of winding up, (ii) cause the Company, as promptly as reasonably
possible but not more than ten business days thereafter, to redeem 100% of the outstanding IPO Shares at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes (which interest shall be net of taxes payable, and less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will completely extinguish
all IPO Share holders’ rights as stockholders of the Company (including the right to receive further liquidation distributions,
if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and board of directors, cause the Company to dissolve and liquidate, subject (in the case
of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.


 




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(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
and any remaining net assets of the Company as a result of such liquidation with respect to any Insider Shares or Private Units he, she
or it owns (“Claim”) and hereby waives any Claim the undersigned 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 Account for any reason whatsoever,
other than, in each case, with respect to any IPO Shares, with respect to which the undersigned may receive distributions from the Trust
Account upon the Trust Account being liquidated and distributed to the holders of IPO Shares in the circumstances described in Section
2(a) above. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any Common
Stock underlying the Private Units, all rights of which will terminate on the Company’s liquidation.


 


(c)
In the event of the liquidation of the Trust Account, the Sponsor 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 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 Account to below $10.00 per IPO Share; provided, that such indemnity shall not apply
(i) if such vendor or other person has executed a valid and enforceable agreement waiving any claims against the Trust Account and (ii)
to any claims under the Company’s indemnity of the Underwriters of the IPO against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”).


 


  3.
The founder shares may not be assigned, transferred or sold until the earlier to occur of: (A) one year after the completion of our initial
business combination, or (B) subsequent to the initial business combination, (x) if the last sale price of our common stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on
which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our
stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


4.
The undersigned agrees that until 30 days after the Company consummates a Business Combination, the undersigned’s Private Units
will be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.


 


5.
Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us
and Continental Stock Transfer & Trust Company on the closing of the IPO, the Company may extend the time available for it to consummate
its initial business combination, provided our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable
deadline, must deposit into the trust account $500,000 (or $575,000 if the underwriters’ over-allotment option is exercised in
full), or $0.05 per share for each one-month extension, on or prior to the date of the applicable deadline, or up to an aggregate of
$4,500,000 (or $5,175,000 if the underwriters’ over-allotment option is exercised in full), or $0.45 per share if the Company extends
for the full nine months. Any such payments would be made in the form of a loan and such loans will be non-interest bearing and payable
upon the consummation of our initial business combination. If the Company completes its initial business combination, the Company will
repay such loaned amounts out of the proceeds of the trust account released to us. If the Company does not complete a business combination,
the Company will not repay such loans. Our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in
the trust account in the event that the Company does not complete a business combination.


 


6.
In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned 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 might have.


 




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7.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company 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 their affiliates is affiliated, (i) such transaction must
be approved by a majority of the Company’s disinterested and independent directors, (ii) the Company must obtain an opinion from
an independent investment banking or accounting firm as to the fair market value of the target business and that such Business Combination
is fair to the Company’s unaffiliated stockholders from a financial point of view and (iii) such transaction must be approved by
the Company’s audit committee.


 


8.
Unless otherwise previously agreed to with the Company, neither the undersigned, any member of the family of the undersigned, nor any
affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination.


 


9.
The undersigned agrees to be the [●] of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’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’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.1 The undersigned’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 represents and warrants that, except as disclosed
in the undersigned’s Director and Officer Questionnaire:


 


	 	(a)	he/she/it
    has never had a petition under the federal bankruptcy laws or any state insolvency law filed by or against (i) him/her/it or any
    partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation or
    business association of which he/she/it was an executive officer at or within two years before the time of such filing;
	 	 	 
	 	(b)	he/she/it
    has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any
    such partnership;
	 	 	 
	 	(c)	he/she/it
    has never been convicted of fraud in a civil or criminal proceeding;
	 	 	 
	 	(d)	he/she/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/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/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/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/its right to engage in any activity described in
    8(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	he/she/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;


 


 







1
Only for directors and officers.


 




    	3



     


    

 


	 	(h)	he/she/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/it
    has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State 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/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/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;
	 	 	 
	 	(l)	he/she/it
    was never 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 is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive
    conduct;
	 	 	 
	 	(m)	he/she/it
    has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
    or enjoined him/her/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 (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/it
    has never been subject to any order of the SEC that orders him/her/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, and Section 206(1) of the Advisers Act or any other
    rule or regulation thereunder; or (ii) Section 5 of the Securities Act;
	 	 	 
	 	(o)	he/she/it
    has never 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/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;


 




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	 	(q)	he/she/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 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/it
    is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange
    Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends
    or revokes the undersigned’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
    from being associated with any entity or from participating in the offering of any penny stock; and
	 	 	 
	 	(s)	he/she/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.


 


10.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this Agreement
[and to serve as an officer and/or director of the Company, as applicable, and consents to being named in the registration statement
on Form S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission, road show and any other materials as
an officer and/or director of the Company, as applicable]2.


 


11.
The undersigned hereby waives his, her or its right to exercise conversion rights with respect to any shares of Common Stock owned or
to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek conversion with respect to or otherwise sell, such shares, in each case, 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 (the “Charter”), or a tender offer by the Company prior to a Business Combination.


 


12.
The undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an
amendment to the Company’s Charter that would affect the substance or timing of the Company’s redemption obligation to redeem
all IPO Shares if the Company cannot complete an initial Business Combination within 18 months of the closing of the IPO, unless the
Company provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not
redeem any shares, including Insider Shares, into the right to receive cash from the Trust Account in connection with a stockholder vote
to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 


13.
The undersigned hereby agrees to waive its redemption rights with respect to shares of Common Stock owned by it in connection with a
stockholder vote to approve an amendment to the Company’s Charter (A) to modify the substance or timing of the Company’s
obligation to redeem 100% of the IPO Shares if the Company does not complete a Business Combination within 9 months from the closing
of the IPO (subject to extension, as described in the Company’s Charter) or (B) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination activity.


 


 






2
Only for directors and officers.


 




    	5



     


    

 


14.
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this 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 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.


 


15.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall mean the
units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


16.
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 by
e-mail transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the
e-mail address set forth below the respective party’s name in this Section 14. To the extent that any notice given by means of
electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until
a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have
been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall
not affect the foregoing. The parties may change the persons and addresses to which the notices or other communications are to be sent
by giving written notice to any such change in the manner provided herein for giving notice.


 


If
to the Representative:


 


EF
Hutton, division of Benchmark Investment, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Jim Campbell


Email:
JCampbell@efhuttongroup.com


 


and: 


 


Hogan
Lovells US LLP


1601
Wewatta Street, Suite 900


Denver,
CO 80202


Attn:
David Crandall, Esq.


Email:
david.crandall@hoganlovells.com


 


If
to the Company:


 


EF
Hutton Acquisition Corporation I


24
Shipyard Drive, Suite 102


Hingham,
MA 02043


Attn:
Benjamin Piggott


Email:ben505@gmail.com


 


Copy
(which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


Attn:
Mitchell S. Nussbaum, Esq. and James A. Prestiano, Esq.


Email:
jprestiano@loeb.com


 


17.
No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. 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 Agreement shall be binding on the parties hereto and any
successors and assigns thereof.


 


18.
The undersigned 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. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the company with respect to the subject
matter hereof.


 


[Signature
page to follow]


 




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	 	COMPANY
	 	 
	 	EF
    HUTTON ACQUISITION CORPORATION I
	 	 	 
	 	 	/s/ 
	 	Name:
    	Benjamin
    Piggott, CEO
	 	 	 
	 	SPONSOR
	 	 
	 	EF
    HUTTON PARTNERS, LLC
	 	 	 
	 	 	/s/ 
	 	Name:
    	Joseph
    Rallo
	 	 	 
	 	INSIDERS
	 	 
	 	KEVIN
    M. BUSH
	 	 	 
	 	 	/s/ 
	 	Name:
    	Kevin
    M. Bush
	 	 	 
	 	PAUL
    HODGE, JR.
	 	 	 
	 	 	/s/ 
	 	Name:
    	Paul
    Hodge, Jr.
	 	 	 
	 	THOMAS
    WOOD
	 	 	 
	 	 	/s/
	 	Name:	Thomas
Wood
	 	 	 
	 	ANNE
    LEE
	 	 	 
	 	 	/s/ 
	 	Name:
    	Anne
    Lee
	 	 	 
	 	SHR
    VENTURES, LLC
	 	 	 
	 	 	/s/
    
	 	Name:
    	Stanley
    Hutton Rumbough
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	STANLEY
    HUTTON RUMBOUGH
	 	 	 
	 	 	/s/ 
	 	Name:
    	Stanley
    Hutton Rumbough


 


[Signature
page to Insider Letter]