Exhibit 10.1


 


____, 2021


 


Goldenstone Acquisition Limited


4360 E New York St.


Aurora, IL 60504


 


Maxim Group LLC


405 Lexington Ave.


New York, NY 10174

 


		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 Goldenstone Acquisition Limited, a Delaware corporation (the “Company”), and Maxim Group LLC, as
Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock of the Company, no par value (the “Common Stock”), one redeemable
warrant, each warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per
full share (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”).
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 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. If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all Common Stock beneficially owned
by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. The
undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months, the time period
by which the Company must consummate a Business Combination may be extended by up to nine months (or, if the Office of the Delaware Division
of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office
of the Delaware Division of Corporations shall be open). For such extension, the undersigned, together with its affiliates or designees,
will deposit into the Trust Fund for each additional three month period, an aggregate of $500,000, or up to $575,000 if the Underwriters'
over-allotment option is exercised in full ($0.10 per share) on or prior to the date of the applicable deadline. Such extension payments
would be made in the form of non-interest bearing loans to the Company (the “Extension Loans”), which are due
and payable on the consummation of the initial Business Combination out of the proceeds of the Trust Fund released to the Company, or
at the option of the Sponsor, all or a portion of all of the total loan amount may be converted into units at a price of $10.00 per unit,
which units will be identical to the Private Units. If the Company does not complete a Business Combination, the loans would be repaid
out of funds not held in the trust account, and only to the extent available.


 


3. (a)
Unless the Company’s stockholders are previously given the option to redeem their shares in connection with amending applicable
documents to extend the time that the Company has to complete a Business Combination and that the Company fails to consummate a Business
Combination within 12 months from the closing of the Company’s IPO (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 21 months) from the closing of the
Company’s IPO, 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, including but not limited to any Extension Loans, 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 Goldenstone Holding, LLC, Asia
Pacific Capital Management Limited, and Raymond Charles Holding, LLC.



		2	NTD: Only include for Goldenstone Holding, LLC, Asia
Pacific Capital Management Limited, and Raymond Charles Holding, LLC.



		3	NTD: Only include for Goldenstone Holding, LLC, Asia
Pacific Capital Management Limited, and Raymond Charles Holding, LLC.




 






     


     


    

 


4. [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


 


5. 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.


 


6. [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


 


7. 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.


 


8. 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 stockholders from a financial point of view.


 


9. Except for a total
monthly payment of $25,000 to be paid to our sponsor’s affiliate and officers, 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.


 


10. 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.


 


11. [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:


 


		(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);



 


 






		4	NTD: Only include for Goldenstone Holding, LLC, Asia
Pacific Capital Management Limited, and Raymond Charles Holding, LLC.



		5	NTD: Only include for Goldenstone Holding, LLC, Asia
Pacific Capital Management Limited, and Raymond Charles Holding, LLC.




		6	NTD: Remove for Goldenstone Holding, LLC, Asia Pacific
Capital Management Limited, Raymond Charles Holding, LLC, LSS Investment, LLC and Goldenstone Capital, LLC.



 






    2


     


    

 


		(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;



 


		(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;


 






    3


     


    

 


		(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



 


		(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.



 


12. [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


 


13. The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Common Stock 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 Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


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


 


15. 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.


 


16. 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 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 and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the
shares of Common Stock 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.


 


 






		7	NTD: Remove for Goldenstone Holding, LLC, Asia Pacific
Capital Management Limited, Raymond Charles Holding, LLC, LSS Investment, LLC and Goldenstone Capital, LLC.






		8	NTD: Only include for Goldenstone Holding, LLC Asia Pacific
Capital Management Limited, and Raymond Charles Holding.



 






    4


     


    

 


17. Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


If to the Representative:


 


Maxim Group LLC


405 Lexington Ave


New York, NY 10174


Attn: Alex Jin


Facsimile: (212) 895-3773


 


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


 


Ellenoff Grossman & Schole LLP 


1345 Avenue of the Americas


New York, New York 10105


Attn: Barry Grossman, Esq.


Facsimile.: (212) 370-7889


 


If to the Company:


 


Goldenstone Acquisition Limited


 


4360 E New York St.


Aurora, IL 60504


Attn: Eddie Ni, Chief Executive Officer


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


Facsimile: (212) 504-3013


 


18. 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.


 


19. 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.


 


20. 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.


 









    5


     


    

 



	 		GOLDENSTONE HOLDING, LLC
	 	 	 
	 	By:	 
	 		Name: Eddie Ni
	 	 	Title: Member
	 	 	 
	 		RAYMOND CHARLES HOLDING, LLC
	 	 	 
	 	By:	 
	 		Name: Ray Chen
	 	 	Title: Chief Executive Officer
	 	 	 
	 		ASIA PACIFIC CAPITAL MANAGEMENT LIMITED
	 	 	 
	 	By:	 
	 		Name: Yongsheng Liu
	 	 	Title: Director
	 	 	 
	 	 	 
	 	 	Eddie Ni
	 	 	 
	 	 	 
	 	 	Ray Chen
	 	 	 
	 	 	 
	 	 	Yongsheng Liu
	 	 	 
	 	 	 
	 	 	Nicolas Pechet
	 	 	 
	 	 	 
	 	 	Pin Tai
	 	 	 
	 	 	 
	 	 	Nan Sun
	 	 	 
	 		LSS Investment, LLC
	 	 	 
	 	By:	 
	 	 	Name: Mao Lee
	 	 	Title: Member
	 	 	 
	 	 	Goldenstone Capital, LLC
	 	 	 
	 	By:	 
	 		Name: Eddie Ni
	 	 	Title: Authorized Signatory



 





Signature Page to the Insider Letter