Exhibit
10.1


 


December
30, 2022


 


AlphaTime
Acquisition Corp


500
5th Avenue, Suite 938


New
York, NY 10110


 


Chardan
Capital Markets, LLC


17
State Street, 21st Floor


New
York, NY 10004


 


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 AlphaTime Acquisition Corp, a Cayman Islands exempted company
(the “Company”), and Chardan Capital Markets 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 up to 6,900,000 of the Company’s
units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
one redeemable warrant and one right. Each whole warrant (each, a “Warrant”) entitles the holder thereof to
purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
Each right (a “Right”) entitles the holder to receive one-tenth of one Ordinary Share upon the completion of
an initial business combination (“Business Combination”). The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 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, Ordinary Shares, Warrants
and Rights listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 12 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 Alphamade Holding LP
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors
and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	The
                                            Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed
                                            Business Combination, then in connection with such proposed Business Combination, it, he
                                            or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor
                                            of any proposed Business Combination (including any proposals recommended by the Company’s
                                            Board of Directors in connection with such Business Combination) and (ii) not redeem any
                                            Ordinary Shares owned by it, him or her in connection with such shareholder approval. If
                                            the Company seeks to consummate a proposed Business Combination by engaging in a tender offer,
                                            the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary
                                            Shares owned by it, him or her in connection therewith.



 




    	 



     


    

 


		2.	The
                                            Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                            a Business Combination within 9 months (or up to 18 months if the Company extends the period
                                            of time to consummate a Business Combination as described in the Registration Statement)
                                            from the closing of the Public Offering, or such later period approved by the Company’s
                                            shareholders in accordance with the Company’s amended and restated memorandum and articles
                                            of association (as it may be amended from time to time, the “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 ten (10) business days thereafter, redeem 100% of the Ordinary
                                            Shares 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay
                                            dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
                                            will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders
                                            (including the right to receive further liquidating distributions, if any), and (iii) as
                                            promptly as reasonably possible following such redemption, subject to the approval of the
                                            Company’s remaining shareholders 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 Cayman Islands law to provide for claims of creditors and in all cases subject to the
                                            other requirements of applicable law. The Sponsor and each Insider agrees to not propose
                                            any amendment to the Charter (A) to modify the substance or timing of the Company’s
                                            obligation to allow redemption in connection with our initial business combination or to
                                            redeem 100% of the Offering Shares if the Company does not complete a Business Combination
                                            within the required time period set forth in the Charter or (B) with respect to any other
                                            provision relating to shareholders’ rights or pre-initial Business Combination activity,
                                            unless the Company provides its Public Shareholders with the opportunity to redeem their
                                            Offering Shares 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
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her,
if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder
vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with our initial business combination or 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) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares
(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).


 


		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, Ordinary Shares (including,
                                            but not limited to, Founder Shares), Warrants, Rights or any securities convertible into,
                                            or exercisable, or exchangeable for, Ordinary Shares 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, Ordinary Shares (including, but not
                                            limited to, Founder Shares), Warrants, Rights or any securities convertible into, or exercisable,
                                            or exchangeable for, Ordinary Shares 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 Sponsor, directors and officers acknowledges and agrees that, prior to the effective
                                            date of any release or waiver, of the restrictions set forth in this paragraph 3 or in the
                                            Securities Escrow Agreement (as defined 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 to any transfer permitted pursuant to the terms of the Securities
                                            Escrow Agreement provided that the transferee has agreed in writing to be bound by the same
                                            terms contained in this Letter Agreement.



 




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		4.	In
                                            the event of the liquidation of the Trust Account, the Sponsor (the “Indemnitor”)
                                            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, or discussed entering
                                            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 (x) shall 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) $10.18 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 $10.18 per Offering Share is then held in the Trust Account
                                            due to reductions in the value of the trust assets, less taxes payable, (y) shall 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)
                                            shall 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.



 


		5.	To
                                            the extent that the Underwriters do not exercise their over-allotment option to purchase
                                            up to an additional 900,000 Units within 45 days from the date of the Prospectus (and as
                                            further described in the Prospectus), the Initial Shareholders agree to forfeit, at no cost,
                                            a number of Founder Shares, to be split pro rata between them based on the number of Founder
                                            Shares they hold upon the consummation of the Public Offering, equal to 225,000 multiplied
                                            by a fraction, (i) the numerator of which is 1,725,000 minus the number of Units purchased
                                            by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
                                            of which is 1,725,000. The forfeiture will be adjusted to the extent that the over-allotment
                                            option is not exercised in full by the Underwriters so that the Founder Shares will represent
                                            an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after
                                            the Public Offering (not including Ordinary Shares underlying the Private Placement Units
                                            (as defined below)). The Initial Shareholders further agree that to the extent that the size
                                            of the Public Offering is increased or decreased, the Company will purchase or sell Units
                                            or effect a share repurchase or share capitalization, as applicable, immediately prior to
                                            the consummation of the Public Offering in such amount as to maintain the ownership of the
                                            Initial Shareholders prior to the Public Offering at 20.0% of its issued and outstanding
                                            Capital Shares upon the consummation of the Public Offering. In connection with such increase
                                            or decrease in the size of the Public Offering, then (A) the references to 1,725,000 in the
                                            numerator and denominator of the formula in the first sentence of this paragraph shall be
                                            changed to a number equal to 15% of the number of Public Shares included in the Units issued
                                            in the Public Offering and (B) the reference to 225,000 in the formula set forth in the first
                                            sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial
                                            Shareholders would have to surrender to the Company in order for the Initial Shareholders
                                            to hold an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares
                                            after the Public Offering (not including Ordinary Shares underlying the Warrants, Rights
                                            or Private Placement Units).



 


		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, 8, 9, 10 and 11, 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.



 




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		7.	The
                                            Sponsor and each Insider agrees that it, he or she shall place into escrow all of its, his
                                            or her Founder Shares and Private Placement Units pursuant to the terms of a Securities Escrow
                                            Agreement which the Company will enter into with each of the undersigned, as applicable,
                                            and an escrow agent acceptable to the Company (the “Securities Escrow Agreement”).
                                            Pursuant to the terms of the Securities Escrow Agreement, the Founder Shares and Private
                                            Placement Units (and underlying securities) held by the Sponsor and each Insider will not,
                                            subject to certain exceptions, be transferred, assigned, sold or released from escrow in
                                            the case of (i) 50% of the Founder Shares and Private Placement Units (and underlying securities)
                                            until the earlier to occur of: (A) six months after the date of the consummation of the Company’s
                                            initial Business Combination, or (B) the date on which the closing price of the Ordinary
                                            Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
                                            reorganizations and recapitalizations) for any 20 trading days within any 30-trading day
                                            period commencing after the Company’s initial Business Combination and (ii) the remaining
                                            50% of the Founder Shares and Private Placement Units (and underlying securities) until six
                                            months after the date of the consummation of the Company’s initial Business Combination,
                                            or earlier, in either case, if, subsequent to the Company’s initial Business Combination,
                                            the Company consummates a subsequent liquidation, merger, share exchange or other similar
                                            transaction which results in all of the Company’s shareholders having the right to
                                            exchange their shares for cash, securities or other property.



 


		8.	Each
                                            Insider agrees to be a director or officer of the Company, as applicable, until the earlier
                                            of the consummation by the Company of a Business Combination or the liquidation of the Company.
                                            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 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, as amended (the “Securities Act”).
                                            The Sponsor and each Insider’s FINRA questionnaire and director and officer questionnaire
                                            furnished to the Company and the Representative is true and accurate in all respects. The
                                            Sponsor and each Insider represents and warrants that it, he or she:



 


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


 


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


 


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




 


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


 


(e) 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 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) 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 right to engage in any activity described in paragraph 7(e)(i) above,
or to be associated with persons engaged in any such activity;


 




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(g) 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) 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) 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) 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) 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) 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) 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 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) has
never been subject to any order of the SEC that orders him 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder,
and Section 206(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or any other rule
or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o) 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) 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) 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) is
not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or 203(f) of 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) 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.


 


		9.	Except
                                            as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of
                                            the Sponsor or any officer, nor any 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 a loan and advances up to an aggregate of $300,000 made
                                            to the Company by the Sponsor; reimbursement for any reasonable out-of-pocket expenses related
                                            to identifying, investigating, negotiating and completing an initial Business Combination,
                                            and repayment of loans, if any, and on such terms as to be determined by the Company from
                                            time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s
                                            officers or directors to finance transaction costs in connection with an intended initial
                                            Business Combination, provided, that, if the Company does not consummate an initial Business
                                            Combination, a portion of the working capital held outside the Trust Account may be used
                                            by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
                                            are used for such repayment. Up to $300,000 of such loans may be convertible into working
                                            capital units at a price of $10.00 per unit at the option of the lender. The working capital
                                            units would be identical to the Private Placement Units, each consisting of one ordinary
                                            share and one private warrant with the same exercise price, exercisability and exercise period,
                                            subject to similar limited restrictions as compared to the units sold in the initial public
                                            offering.
	 	 	 
		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.	The
                                            Sponsor and each Insider acknowledges and agrees that prior to the Company entering into
                                            a Business Combination with a target business that is affiliated with the Sponsor, any Insider
                                            or any of their respective affiliates, including any company that is a portfolio company
                                            of, or otherwise affiliated with, or has received financial investment from, an entity with
                                            which the Sponsor, any Insider or any of their respective 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 is a member of the Financial Industry Regulatory Authority (“FINRA”),
                                            or from an independent accounting firm, that such Business Combination is fair to the Company’s
                                            unaffiliated stockholders from a financial point of view.



 




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		12.	As
                                            used herein, (i) “Business Combination” shall mean a merger, share
                                            exchange, asset acquisition, share purchase, reorganization or similar business combination,
                                            involving the Company and one or more businesses; (ii) “Ordinary Shares”
                                            shall mean the Company’s Ordinary Shares (iii) “Founder Shares”
                                            shall mean the 1,725,000 Ordinary Shares issued and outstanding (up to 225,000 of which are
                                            subject to complete or partial forfeiture if the over-allotment option is not exercised by
                                            the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor
                                            and any Insider that holds Founder Shares; (v) “Private Placement Units”
                                            shall mean the 370,500 units (or 409,200 units if the over-allotment option is exercised
                                            in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,705,000
                                            (or $4,092,000 if the over-allotment option is exercised in full), or $10.00 per unit, in
                                            a private placement that shall occur simultaneously with the consummation of the Public Offering;
                                            (vi) “Public Shareholders” shall mean the holders of securities
                                            issued in the Public Offering; (vii) “Trust Account” shall mean
                                            the trust fund into which a portion of the net proceeds of the Public Offering and the sale
                                            of the Private Placement Units shall be deposited; and (viii) “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).
	 	 	 
		13.	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.
	 	 	 
		14.	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.
	 	 	 
		15.	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.
	 	 	 
		16.	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.
	 	 	 
		17.	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.
	 	 	 
		18.	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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		19.	This
                                            Letter Agreement shall be governed by and construed and enforced in accordance with the laws
                                            of the State of New York. 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.
	 	 	 
		20.	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.
	 	 	 
		21.	The
                                            Sponsor and each Insider acknowledges and understands that the Underwriters and the Company
                                            will rely upon the agreements, representations and warranties set forth herein in proceeding
                                            with the Public Offering. 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
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	 	Sincerely,
	 	 	 
	 	ALPHAMADE HOLDING LP
	 	 	 
	 	By: 	/s/ Taylor Zhang
	 	Name:	Taylor Zhang
	 	Title:	Manager
	 	 	 
	 	DIRECTORS
    AND OFFICERS
	 	 	 
	 	/s/
    Xinfeng Feng
	 	Name:	Xinfeng Feng
	 	 	 
	 	/s/ Dajiang Guo
	 	Dajiang Guo
	 	 	 
	 	/s/ Jichuan Yang
	 	Jichuan Yang
	 	 	 
	 	/s/ Li Wei 
	 	Li Wei
	 	 	 
	 	/s/ Michael Coyne
	 	Michael Coyne
	 	 	 
	 	/s/ Wen He
	 	Wen He


 


	Acknowledged and Agreed:	 
	ALPHATIME ACQUISITION CORP	 
	 	 	 
	By:	/s/ Xinfeng Feng	 
	Name:	Xinfeng Feng 	 
	Title:	Chairwoman	 


 




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