Exhibit 10.1.2


 


November 17, 2021 


 


Arisz Acquisition Corp. 


199 Water St, 31st Floor 


New York, NY 10038 


 


Chardan Capital
Markets, LLC 


17 State Street, 21st Floor 


New York, NY 10004


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter agreement (this
“Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Arisz Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets,
LLC, as representative (the “Representative”) of the several underwriters named therein (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, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 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 shares of Common Stock beneficially owned by him,
her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. (a)In the event
that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO (unless extended
up to 18 months by resolution of the board of directors of the Company in the manner set forth in the Registration Statement), 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 and any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the Private
Units, all of which will terminate on the Company’s liquidation.


 


3. 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 a vendor for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Fund to below the lesser of (i) $10.00
per IPO Share and (ii) the actual amount per IPO Share held in the Trust Fund as of the date of the liquidation of the Trust Fund
if less than $10.00 per IPO Share due to reductions in the value of the trust assets, in each case less taxes payable; provided
that such indemnity will not apply to (a) any claims by a third-party who executed a waiver of any and all rights to seek access
to the Trust Fund nor (b) any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed
waiver is deemed to be unenforceable against a third-party, the undersigned shall not be responsible to the extent of any liability for
such third-party claims.


 






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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.


 


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. After the underwriter exercises its over-allotment option in full, the remaining portion
of the underwriter’s over-allotment option is canceled, or the underwriter’s over-allotment option terminates, the undersigned
agrees to cancel a portion of the undersigned’s Insider Shares such that the total number of Insider Shares equals (i) 0.20
multiplied by (ii) the number of Units sold in the IPO.


 


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.


 


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 and 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. 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 and will not 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.


 






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11. 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);


 


	 	(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 11(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;


  






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


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(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, as applicable, and consents to being named in the registration statement on Form S-1 and
prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of the Company, as
applicable.


 






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13. The undersigned
hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees
that he, she or it will not seek 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 (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s
Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s redemption obligation
to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the closing of the IPO (unless
extended up to 18 months by resolution of the board of directors of the Company as set forth in the Registration Statement), unless the
Company provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not
redeem any shares, including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 


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, stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses; (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; (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.


 


17. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by e-mail transmission. The
parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth below
the respective party’s name in this Section 15. To the extent that any notice given by means of electronic transmission is
returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address
has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly
notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The parties may
change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 






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If to the Representative:


 


Chardan Capital Markets, LLC 


17 State Street, 21st Floor 


New York, NY 10004 


Attn: Guy Barudin 


E-mail: GBarudin@chardan.com


 


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


 


Ellenoff Grossman & Schole LLP 


1345 Avenue of the Americas 


New York, NY 10105 


Attn: Stuart Neuhauser 


E-mail: sneuhauser@egsllp.com


 


If to the Company:


 


Arisz Acquisition Corp. 


199 Water St, 31st Floor 


New York, NY 10038 


Attn: Echo Hindle-Yang, Chief Executive
Officer 


E-mail: hindleyang@msqventures.com


 


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


 


Loeb & Loeb LLP 


345 Park Avenue 


New York, NY 10154 


Attn: Mitchell S. Nussbaum, Esq.
and Alex Weniger-Araujo, Esq. 


E-mail: mnussbaum@loeb.com; aweniger@loeb.com


 


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. 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.


 


[Signature Page Follows]


 




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	Sincerely,	 
	Arisz Investment LLC	 
	Print Name of Insider	 
	 	 
	/s/ Echo Hindle-Yang	 
	Signature	 


 


Acknowledged and Agreed:


 


	ARISZ ACQUISITION CORP.	 
	 	 
	By:	/s/ Echo Hindle-Yang           	 
	Name:	Echo Hindle-Yang	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Insider Letter Agreement]


 


 


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