Exhibit
10.1


 


February
28, 2022


 


Valuence
Merger Corp. I


4
Orinda Way, Suite 100D


Orinda,
CA 94563


 


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”) to be entered into by and between Valuence Merger Corp. I., a Cayman Islands exempted
company (the “Company”) and SVB Securities LLC, as representative of the underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary
share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole
Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary 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”) and the Units have been approved to be listed on the Nasdaq Global Market. Certain capitalized
terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Valuence Capital, LLC, (the
“Sponsor”),Valuence Partners LP (“Valuence Partners”) and each of the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.
Definitions. As used herein:


 


(i)
“Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or entities;


 


(ii)
“Founder Shares” means the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering;


 


(iii)
“Private Placement Warrants” means the warrants to purchase Ordinary Shares of the Company that will be acquired
by the Sponsor and Valuence Partners for an aggregate purchase price of $10,000,000 (or up to $10,600,000 if the Underwriters’
exercise their option to purchase additional units), or $1.50 per Warrant, in a private placement that shall close simultaneously with
the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof);


 


(iv)
“Public Shareholders” means the holders of Ordinary Shares included in the Units issued in the Public Offering;


 


(v)
“Public Shares” means the Ordinary Shares included in the Units issued in the Public Offering;


 


(vi)
“Trust Account” means the trust account into which a portion of the net proceeds of the Public Offering and
the sale of the Private Placement Warrants shall be deposited;


 


(vii)
“Transfer” means 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 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); and


 


(viii)
“Charter” means the Company’s Amended and Restated Memorandum and Articles of Association, as the same
may be amended from time to time.


 




    	 



     


    

 


2.
Representations and Warranties.


 


(a)
The Sponsor, Valuence Partners and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that
it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable,
and to serve as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or
director of the Company, as applicable.


 


(b)
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not
omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company
is true and accurate in all material respects. Each Insider represents and warrants that such Insider 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; such Insider 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 such Insider is not currently a defendant in any such criminal proceeding; and such Insider 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.


 


3.
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding
a proposed Business Combination without the prior consent of the Sponsor. The Sponsor, Valuence Partners and each Insider, with respect
to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then
in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public
Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended
by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in
connection with such shareholder approval.


 


4.
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)
The Sponsor, Valuence Partners and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the
Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor, Valuence Partners
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the Public Shares, 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 income taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish 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 Board, liquidate and dissolve, 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, Valuence Partners and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or
timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination
within the required time period set forth in the Charter or (ii) with respect to any other material provision relating to the rights
of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public 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 taxes, if any, divided
by the number of then-outstanding Public Shares.


 




    	 



     


    

 


(b)
The Sponsor, Valuence Partners and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he 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, her or him, if any. The Sponsor, Valuence Partners and each
of the Insiders hereby further waive, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any
redemption rights it, she or he may have in connection with 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 a shareholder vote to approve
an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the
Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public
Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with
respect to any other material provision relating to the rights of holders of Public Shares (although the Sponsor, Valuence Partners and
the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a
Business Combination within the required time period set forth in the Charter).


 


5.
Lock-up; Transfer Restrictions.


 


(a)
The Sponsor, Valuence Partners and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares
Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following
the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a
Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released
from the Founder Shares Lock-up.


 


(b)
The Sponsor, Valuence Partners and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary
Shares underlying such warrants until 30 days after the completion of an initial Business Combination.


 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and
Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliate
or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates and
funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the
case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which
is a member of the individual’s immediate family, 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 in connection with the consummation of a Business Combination at prices
no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally
purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company
for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s
liquidation prior to the completion of a Business Combination; (i) in the event of completion of a liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; (j) as permitted under
paragraph 11 of this Letter Agreement or in the case of the Sponsor, a Transfer of certain Founder Shares by Sponsor to Valuence Partners
at or around the time of the consummation of the Public Offering; or (k) to a nominee or custodian of a person or entity to whom a disposition
or transfer would be permissible under clauses (a) through (j) above; provided, however, that in the case of clauses (a) through (f)
these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 




    	 



     


    

 


(d)
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor, Valuence
Partners and each Insider shall not, without the prior written consent of either Representative, Transfer any Units, Ordinary Shares,
Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable,
subject to certain exceptions enumerated in Section 5(h) of the Underwriting Agreement.


 


6.
Remedies. The Sponsor, Valuence Partners and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters
and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations,
as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


7.
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director
or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any payment 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).


 


8.
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders 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.


 


9.
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and
(ii) the liquidation of the Company.


 


10.
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial
Business Combination within the time period set forth in the Charter, the Sponsor (which for purpose of clarification shall not extend
to any other shareholders, members or managers of the Sponsor or any other Insider) (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 (except for the Company’s independent auditors) or (ii) any prospective target business with which
the Company has entered into a letter of intent, confidentiality or other similar agreement for a Business Combination (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 for services rendered or products sold to the Company or a Target do not reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of
the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply
to any claims by a third party or Target who 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. For the
avoidance of doubt, none of the Company’s officers or directors will indemnify the Company for claims by third parties, including,
without limitation, claims by vendors and prospective target businesses.


 




    	 



     


    

 


11.
Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within
45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and
Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share
capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the
Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and
Founder Shares outstanding at such time.


 


12.
Entire Agreement. 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.


 


13.
Assignment. 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, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted
transferees.


 


14.
Persons Having Rights under this Agreement. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any
person or entity 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.


 


15.
Counterparts. 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.


 


16.
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall
not affect the interpretation thereof.


 


17.
Severability. 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.


 


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


 


19.
Notices. 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.


 




    	 



     


    

 


	 	Sincerely,
	 	 
	 	Accepted and Agreed:
	 	 	 
	 	Valuence
    Merger Corp. I
	 	 	 
	 	By:
    	/s/
    Sung Yoon Woo
	 	Name: 
    	Sung
    Yoon Woo
	 	Title:
    	Chief
    Executive Officer and Director
	 	 	 
	 	Valuence
    Capital, LLC
	 	 	 
	 	By:
    	/s/
    Sungwoo (Andrew) Hyung
	 	Name:
    	Sungwoo
    (Andrew) Hyung
	 	Title:
    	Co-Managing
    Member
	 	 	 
	 	Valuence
    Partners LP
	 	 	 
	 	By:
    	/s/
    Sungsik Lee
	 	Name:
    	Sungsik
    Lee
	 	Title:
    	Co-Managing
    Member of Valuence Capital, LLC, acting in its capacity as general partner of Valuence Partners LP
	 	 	 
	 	Sung
    Yoon Woo
	 	 	 
	 	By:
    	/s/
    Sung Yoon Woo
	 	Name:
    	Sung
    Yoon Woo
	 	 	 
	 	Sungwoo
    (Andrew) Hyung
	 	 	 
	 	By:
    	/s/
    Sungwoo (Andrew) Hyung
	 	Name:
    	Sungwoo
    (Andrew) Hyung
	 	 	 
	 	Sungsik
    (Sung) Lee
	 	 	 
	 	By:
    	/s/
    Sungsik (Sung) Lee
	 	Name:
    	Sungsik
    (Sung) Lee
	 	 	 
	 	Gene
    Young Cho
	 	 
	 	By:
    	/s/
    Gene Young Cho
	 	Name:
    	Gene
    Young Cho
	 	 	 
	 	Joong
    Myung Cho
	 	 	 
	 	By:
    	/s/
    Joong Myung Cho
	 	Name:
    	Joong
    Myung Cho
	 	 	 
	 	Nelson
    Gentiletti
	 	 	 
	 	By:	/s/
    Nelson Gentiletti
	 	Name:
    	Nelson
    Gentiletti
	 	 	 
	 	John
    Kim
	 	 	 
	 	By:
    	/s/
    John Kim
	 	Name:
    	John
    Kim
	 	 	 
	 	Young
    Min Kim
	 	 	 
	 	By:
    	/s/
    Young Min Kim
	 	Name:
    	Young
    Min Kim
	 	 	 
	 	Gary Wunderlich
	 	 	 
	 	By:
    	/s/
    Gary Wunderlich
	 	Name:
    	Gary
    Wunderlich
	 	 	 
	 	Zhe Zhang
	 	 	 
	 	By:
    	/s/
    Zhe Zhang
	 	Name:
    	Zhe
    Zhang