Exhibit 10.1


 


December 14, 2021


 


EVe Mobility Acquisition Corp


4001 Kennet Pike, Suite 302

Wilmington, DE 19807


 


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 or proposed to be entered into by and among EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”)
and Cantor Fitzgerald & Co. and Moelis & Company LLC, as the representatives (the “Representatives”)
of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s
units (including up to 3,300,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if
any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per
share (“Class A Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment. The
Units shall 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 Securities and Exchange Commission (the “Commission”). 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, EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
and the other undersigned persons (each such other undersigned persons, an “Insider” and collectively, the “Insiders”),
each hereby agrees, severally but not jointly, 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 Shares 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 Shares owned by it, him or her in connection with such shareholder approval.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
18 months 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, 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, subject to lawfully available funds therefor, redeem 100% of the Class A 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, including interest (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’ rights as shareholders (including the right to receive further liquidation 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 each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within 18 months from the closing
of the Public Offering 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
(which interest shall be net of taxes payable), 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. The Sponsor and each Insider hereby
further waives, with respect to any Class A Shares and Private Placement Shares held by it, him or her, if any, any redemption rights
it, he or she may have in connection with (x) 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 in the context of a tender offer made by the Company
to purchase Class A Shares and (y) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum of
articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with
the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated its initial
Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity (although the Sponsor and the Insiders 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 18 months
from the date of the closing of the Public Offering).


 


3.
Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, 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 Representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or
submit to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
relating to any Units, Class A Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
any Units, Class A Shares, Founder Shares, or Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii)
enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Units,
Class A Shares, Founder Shares, or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of units or such other securities, in cash or otherwise; provided, however, that the
foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current
or future independent director of the company (as long as such current or future independent director transferee is subject to this Letter
Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers
at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer,
any related Section 16 filing includes a practical explanation as to the nature of the transfer). 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 may 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. The provisions of this paragraph will not apply if (i) the release
or waiver is effected solely to permit a transfer of securities that is not for consideration and (ii) 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, the Sponsor (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, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent registered public accounting
firm) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed
entering into a transaction agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent registered public accounting firm) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below (i) $10.20 per Offering Share or (ii) such lesser amount per Offering Share held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets as of the
date of the liquidation of the Trust Account, in each case, net of the amount of interest which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor 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 Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






    2


     


    

 


5.
(a) To the extent that the Underwriters do not exercise their option to purchase up to an additional 3,300,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 1,100,000 multiplied by a fraction, (i) the numerator of which is 3,300,000 minus
the number of Units purchased by the Underwriters upon the exercise of their option to purchase additional Units and (ii) the denominator
of which is 3,300,000. All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders
for no consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the
option to purchase additional Units is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate
of 25.0% of the Company’s issued and outstanding Shares after the Public Offering (not including the Class A Shares underlying the
warrants or 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 effect a share split or share repurchase or redemption, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 25.0% of the
Company’s issued and outstanding Shares upon the consummation of the Public Offering (not including the Class A Shares underlying
the Warrants or Private Placement Units). In connection with such increase or decrease in the size of the Public Offering, then (A) the
references to 3,300,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a
number equal to 15.0% of the number of Class A Shares included in the Units issued in the Public Offering, (B) the reference to 1,100,000
in the formula set forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares
that the Sponsor would have to return to the Company in order for the number of Founder Shares that the Sponsor owns (together with the
Insiders) to equal an aggregate of 25.0% of the Company’s issued and outstanding Shares after the Public Offering (not including
the Class A Shares underlying the Warrants 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 Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 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 seek 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) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) (i) one-third of their Founder
Shares until the completion of the Company’s initial Business Combination and (ii) two-thirds of their Founder Shares (the “Restricted
Founder Shares”) (or Class A Shares issuable upon conversion thereof) until the earlier of, (I) with respect to one half
of the Restricted Founder Shares held by each Initial Shareholder, (A) two years after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A Shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations
and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities
or other property (the “First Founder Shares Lock-Up Period”) and (II) with respect to the other half of the
Restricted Founder Shares (or Class A Shares issuable upon conversion thereof) until the earlier of, with respect to the other half of
the Restricted Founder Shares held by each Initial Shareholder, (A) two years after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A Shares equals or exceeds
$13.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations
and other similar transactions for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities
or other property (the “Second Founder Shares Lock-Up Period”).


 






    3


     


    

 


(b)
The Sponsor agrees that it shall not Transfer any Private Placement Units (or any securities underlying the Private Placement Units,
including the Class A Shares and Private Placement Warrants (as defined below) included in the Private Placement Units and the Class A
Shares issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after completion of a Business Combination
(the “Private Placement Units Lock-Up Period,” collectively with the First Founder Shares Lock-Up Period and
the Second Founder Shares Lock-Up Period, the “Lock-Up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units,
component securities of the Private Placement Units and Class A Shares issued or issuable upon the exercise or conversion of the Private
Placement Warrants or the Founder Shares and that are held by the Sponsor or any Insider or any of their permitted transferees (that have
complied with this paragraph 7(c)), are permitted (a) to the Company’s directors or officers, any affiliates or family members of
any of the Company’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an
individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the
individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the 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 the Company’s 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 Company’s completion of an initial Business Combination; (g) in the case of an entity, by virtue of the laws of its
jurisdiction or its organizational documents or operating agreement; or (h) in the event of the Company’s completion of a liquidation,
merger, share exchange, reorganization or other similar transaction which results in all of the Public Shareholders having the right to
exchange their Class A Shares 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 and other applicable restrictions in this
Letter Agreement.


 


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, if any (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 such Insider’s background.
The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor
and each Insider represents and warrants that: it 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 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 is not currently a defendant in any such criminal
proceeding.


 






    4


     


    

 


9.
Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate
of the Sponsor or any Insider, nor any director or officer 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).


 


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 a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 


11.
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) “Shares”
shall mean, collectively, the Class A Shares and the Founder Shares; (iii) “Founder Shares” shall mean
the 8,433,333 Class B ordinary shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation
of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Units” shall mean the 1,080,000 Units, each consisting of one Class A Share (the
“Private Placement Shares”) and one-half of one redeemable warrant (the “Private Placement Warrants”),
that the Sponsor and the Representatives have agreed to purchase for an aggregate purchase price of $10,800,000 (or up to $11,146,000
if the Underwriter’s over-allotment option is exercised in full); (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 or assignment 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 Securities Exchange Act of 1934, as amended, 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) herein.


 






    5


     


    

 


12.
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 (1) each Insider that is the subject of any such change, amendment modification or waiver and (2) the Sponsor.


 


13.
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.


 


14.
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.


 


15.
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.


 


16.
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 or other electronic transmission.


 


17.
Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party
to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be
liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


18.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods and (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 March 31, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


19.
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.


 


[Signature page follows]


 




    6


     


    


 


	 	Sincerely,
	 	 
	 	EVE MOBILITY sponsor llc
	 	 
	 	By:	/s/ Scott Painter
	 	 	Name:	Scott Painter
	 	 	Title:	Chief Executive Officer



 


	 	/s/ Scott Painter
	 	Name: 	Scott Painter
	 	 	 
	 	/s/ Georg Bauer
	 	Name: 	Georg Bauer
	 	 	 
	 	/s/ Jim Nguyen
	 	Name: 	Jim Nguyen
	 	 	 
	 	/s/ Kash Sheikh
	 	Name: 	Kash Sheikh
	 	 	 
	 	/s/ Sue Callaway
	 	Name: 	Sue Callaway
	 	 	 
	 	/s/ Carla Bailo
	 	Name: 	Carla Bailo
	 	 	 
	 	/s/ James G. Ellis
	 	Name: 	James G. Ellis






 


Acknowledged and Agreed:


 


	eve mobility acquisition corp	 
	 	 	 
	By:	/s/ Scott Painter	 
	Name:	Scott Painter	 
	Title:	Chief Executive Officer	 



 


 


7