Exhibit
10.1


 


____,
2022


 


Heroic
Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


 


	 	Re:	Initial
    Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Heroic Empire Acquisition Limited, a Cayman Islands company (the “Company”), and
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) and Brookline Capital Markets, a division of Arcadia Securities,
LLC , as joint book running managers (the “Representative”) of the several underwriters named on Schedule A
thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par
value each (the “Ordinary Shares”) and one-half of one redeemable warrant, each warrant entitling its holder
to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”). Certain capitalized
terms used herein are defined in paragraph 14 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 shareholder 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.
If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.
(a) Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending applicable
documents to extend the time that the Company has to complete a Business Combination and that the Company fails to consummate a Business
Combination within 18 months from the date that the registration statement is declared effective (or, in the event that the Company extended
the period of time to consummate a business combination up to three times, each by an additional three months, within 27 months) from
the date that the registration statement is declared effective, the undersigned shall take all reasonable steps to (i) cause the Trust
Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably
practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [including any
shares underlying the Private Units]1 (“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 Fund for any reason whatsoever. [The undersigned acknowledges and agrees that there will be no distribution from the Trust
Fund with respect to any Warrants or Rights underlying the Private Units, all of which will terminate on the Company’s liquidation.]2


 


[(c)
In the event of the liquidation of the Trust Fund, the undersigned 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 Fund; provided, that such indemnity shall not apply if such vendor or other person has executed
an agreement waiving any claims against the Trust Fund.]3


 


	1	NTD:
    Only include for Luminous Success LLC.


 


	2	NTD:
    Only include for Luminous Success LLC.


 


	3	NTD:
    Only include for Luminous Success LLC.


 




    	 



    	 



    

 





3.
[In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek
recourse for such expenses.]4


 


4.
The undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.


 


5.
[The undersigned agrees that until 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


 


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.


 


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, such transaction must
be approved by a majority of the Company’s disinterested Independent Directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from
a financial point of view.


 


8.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of
the Business Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to
the Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of
the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination.


 


9.
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.


 


10.
[The undersigned agrees to be a director/officer of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’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 of 1933.]6 The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true
and accurate in all material respects. The undersigned represents and warrants that:


 


	4	NTD:
    Only include for Luminous Success LLC.


 


	5	NTD:
    Only include for Luminous Success LLC.


 


	6	NTD:
    Only remove for Luminous Success LLC.


 




    	2



    	 



    

 








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


 


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


 


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


 


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


 


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


 


	 	(f)	He,
    she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
    or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity
    described in 10(e)(i) above, or to be associated with persons engaged in any such activity;


 


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


 


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


 


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


 


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


 




    	3



    	 



    

 








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


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(r)	He,
    she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the 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


 






    	4



    	 



    




 





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


 








11.
[The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement and to serve as a Director and/or officer of the Company.]7


 


11.
The undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or to be
owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), 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 redemption with respect to
or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the
provisions of the Company’s Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior
to a Business Combination.


 


12.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the
Trust Fund.


 


13.
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result
in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 


14.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider prior
to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean the Ordinary
Shares issued in the Company’s IPO; (v) [“Private Units” shall mean (x) the Units purchased in the private
placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased
in connection with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement;]8
(vi) “Registration Statement” means the registration statement on Form S-1 filed by the Company with
respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.


 


15.
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.


 


	7	NTD:
    Only remove for Luminous Success LLC.


 


	8	NTD:
    Only include for Luminous Success LLC.


 




    	5



    	 



    

 





If
to the Representative:


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Joseph T. Rallo, Chief Executive Officer


Facsimile:
(646) 861-4697


 


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


 


Mayer
Brown LLP


16th
- 19th Floors, Prince’s Building


10
Chater Road Central


Hong
Kong


Attn:
Thomas Kollar, Esq.


 


If
to the Company:


 


Heroic
Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


Attn:
William Wai-Lun Ip, Chief Executive Officer


 


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


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick


Facsimile:
(852) 3923-1100


 


16.
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 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 letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


17.
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 all parties hereto.


 


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 shareholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 




    	6



    	 



    

 








	 	Luminous Success LLC
	 	 	 
	 	By:	 
	 	Name:	Jason Kon Man Wong
	 	Title:	Manager
	 	 	 
	 	 	William
    Wai-Lun Ip
	 	 	 
	 	 	 
	 	 	Satoshi
    Tominaga
	 	 	 
	 	 	 
	 	 	Gable
    F. Gao
	 	 	 
	 	 	 
	 	 	Song
    Jing
	 	 	 
	 	 	 
	 	 	Michael
    L. Coyne


 




    	7