Exhibit
4.10


 


November
1, 2021


 


Vision
Sensing Acquisition Corp.


Suite
500, 78 SW 7th Street


Miami,
FL 33130


 


	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation
(the “Company”), and EF Hutton, Division of Benchmark Investments, LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 10,120,000 of the Company’s
units (including up to 1,320,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
and one-half of one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 (File No. 333- ) and prospectus (the “Prospectus”) filed by the Company
with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the
Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Vision Sensing LLC (the
“Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors
and/or management team (each, an “Insider” and collectively, the “Insiders”), 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 the Sponsor. Subject to the foregoing, the Sponsor and each Insider agrees that: (a) if the Company seeks
stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall
(i) vote any shares of Common Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares
of Common Stock owned by it, him or her in connection with such stockholder approval; (b) if the Company engages in a tender offer in
connection with any proposed Business Combination, it, he or she will not seek to sell or tender any shares of Capital Stock owned by
it, him or her to the Company in connection with such tender offer; and (c) if the Company seeks stockholder approval of any proposed
amendment to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any shares of Common Stock
owned by it, him or her in connection with such stockholder approval.


 




    	 



    	 



    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination 12 months from
the closing of the Public Offering, or by such later date as may be extended in accordance with the Company’s amended and restated
certificate of incorporation (as it may be amended from time to time, the “Charter”) by a deposit of proceeds
of additional loans by the Sponsor into the Trust Account or such later period approved by the Company’s stockholders in accordance
with the Company’s Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the shares of Common Stock sold as part of the Units in the Public Offering
(the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares, which redemption will completely extinguish the rights of all holders of Offering Shares as stockholders (including
the right to receive further liquidating 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 the Company’s board of directors,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees not to propose any amendment
to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with
the Company’s initial Business Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within such time set forth in
the Charter or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides the holders of the Offering Shares with the opportunity to redeem their shares of Common Stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number
of then outstanding Offering Shares.


 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
or Private Placement Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of
Common Stock held by it, him or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection
with the consummation of a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to
the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the
Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions relating
to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within the time period set forth in the Charter).


 




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3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in
clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or
waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this
paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


4.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) (which for purposes of clarification
shall not extend to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company
may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any
prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement
or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Offering Share and (ii) the actual amount per Offering
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Offering Share is then
held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be
withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 




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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,320,000 Units in full
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 330,000 multiplied by a fraction, (i) the numerator of which is 1,320,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 1,320,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will
own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering (not including
the Private Placement Shares).


 


6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9,
as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7.
(a) Each of the Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination;
(B) subsequent to the Company’s initial Business Combination, when the reported last sale price of the 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 the Company’s initial Business Combination; or (C) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the Private Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until
30 days after the completion of the initial Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 




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(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private
Placement Shares, Private Placement Warrants, and shares of Common Stock issued or issuable upon the exercise or conversion of the Private
Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider, or any of their permitted transferees (that have
complied with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of
any of the Company’s officers or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an
individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of
an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other
restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 




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9.
Except as disclosed in the Prospectus, neither the Sponsor nor any officer or director of the Company nor any affiliate of the Sponsor
nor any affiliate of any officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is),
other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of up to an aggregate of $300,000 in loans made to the Company by the Sponsor to cover offering-related
and organizational expenses; payment to an affiliate of the Sponsor of $10,000 per month, for up to 12 months (or 18 months if extended
in accordance with the terms of the Charter), for office space, utilities and secretarial and administrative support; reimbursement for
any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination; and repayment
of non-interest bearing loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors to finance transaction costs in connection with an intended initial Business Combination, the terms of which (other than
as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of
such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial
Business Combination. The units would be identical to the Private Placement Units.


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 2,530,000 shares of the Company’s Class B common stock, par value $0.0001 per share, issued or issuable to the
Initial Stockholders (including up to 330,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.01 per share, prior to the consummation
of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Shares” shall mean the 426,500 shares of Common Stock comprising the Private
Placement Units (or up to 472,700 shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private
Placement Units” shall mean the 426,500 units to be purchased by the Sponsor, or up to 472,700 units if the over-allotment
option is exercised in full, each comprised of one share of Common Stock, one-half of one warrant to purchase one share of Common Stock,
that the Sponsor has agreed to purchase for an aggregate purchase price of $4,265,000 (or up to $4,727,000 if the over-allotment option
is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to
purchase up to 213,250 shares of Common Stock (or up to 236,350 shares of Common Stock if the over-allotment option is exercised in full)
comprising the Private Placement Units; (viii) “Public Stockholders” shall mean the holders of securities issued
in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
of the Public Offering shall be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 




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12.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


13.
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.


 


14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 




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18.
                                            This Letter Agreement shall be governed by and construed and enforced in accordance with
                                            the laws of the State of New York, without giving effect to conflicts of law principles that
                                            would result in the application of the substantive laws of another jurisdiction. The parties
                                            hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating
                                            in any way to, this Letter Agreement shall be brought and enforced in the courts of New York
                                            City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which
                                            jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
                                            jurisdiction and venue or that such courts represent an inconvenient forum.


 


19.
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.


 


20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21.
The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third
party beneficiary of this Letter Agreement. Subject to the foregoing, nothing in this Letter Agreement shall be construed to confer upon,
or give to, any person or entity other than the Representative and the parties hereto any right, remedy or claim under or by reason of
this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the Representative, the parties
hereto, and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


[Signature
Page Follows]


 







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	 	Sincerely,
	 	 
	 	VISION
    SENSING LLC
	 	 
	 	By:	/s/
    George Cho Yiu So
	 	Name:	George
    Cho Yiu So
	 	Title:	Managing
    Member


 


	 	 	/s/
    George Peter Sobek
	 	 	George
    Peter Sobek
	 	 	 
	 	 	/s/
    Hang Kon Louis Ma
	 	 	Hang
    Kon Louis Ma
	 	 	 
	 	 	/s/
    Joseph Mitchell Magen
	 	 	Joseph
    Mitchell Magen
	 	 	 
	 	 	/s/
    William Welser IV
	 	 	William
    Welser IV
	 	 	 
	 	 	/s/
    Garry Richard Stein
	 	 	Garry
    Richard Stein


 


	Acknowledged
    and Agreed:	 
	 	 
	Vision
    Sensing Acquisition Corp.	 
	 	 	 
	By:	/s/
    George Peter Sobek	 
	Name:	George
    Peter Sobek	 
	Title:	Chairman
    and Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]