Exhibit 10.1


 


FORM OF LETTER AGREEMENT AMONG THE REGISTRANT,
ITS OFFICERS AND DIRECTORS


AND HUDSON SPAC HOLDING, LLC 


 


[●], 2022


 


19 West 44th Street, Suite 1001


New York, New York 10036


 


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 HUDSON ACQUISITION I CORP., a Delaware corporation
(the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of 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 share of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one right
(the “Right”). Each Right entitles the holder thereof to receive one-eighth (1/8) of one share of Common Stock
upon the consummation of the Company’s initial business combination, 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 Company shall apply to have the Units
listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 10 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, Hudson SPAC Holding, LLC, a Delaware limited liability company
(the “Sponsor”), and the other undersigned persons (each, 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 (as defined below), then in connection with such
proposed Business Combination, it, he or she shall (i) vote any Common Stock owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any Common Stock 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 9 months
from the closing of the Public Offering (or up to 15 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus), or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated certificate of incorporation, 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 shares
of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable and less up to  $2,100 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), subject to applicable law, 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 Delaware
law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any
amendment to the Company’s amended and restated certificate of incorporation (a) that would affect the ability of Public Shareholders
to exercise redemption rights with respect to the Offering Shares or modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 9 months (or up to 15 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 (as defined below) held by
it. The Sponsor and each Insider hereby further waives, with respect to any Common Stock held by it, him or her, if any, any redemption
rights it, he or she 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 in the context of a tender offer made by the Company
to purchase Common Stock (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 9 months (or up to 15 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 certificate of incorporation).


 


3. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other equity holders, 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 public accountants) 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 public accountants) or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount
per share of the Offering Shares held in 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 earned on the property in the Trust Account which may be withdrawn to
pay taxes, except as to any claims by a third party (including a Target) 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.


 


4.
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 Sponsor agrees that it shall forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 225,000 multiplied by a fraction, (i) the numerator of which is 900,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 900,000. 


 


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 Delaware law. 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 20.0% of the Company’s issued and outstanding Common Stock after the
Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares).
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 capitalization or share repurchase or redemption or other appropriate mechanism, 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 the Company’s issued and outstanding Common Stock upon the consummation of the Public Offering (assuming the Initial
Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). In connection with such increase or decrease
in the size of the Public Offering, then (A) the references to 1,500,000 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 Common Stock included in the Units issued in the
Public Offering and (B) the reference to 375,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such
number of Founder Shares that the Founder Shares would represent an aggregate of 20.0% of the Company’s issued and outstanding Common
Stock after the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering).


 






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5. 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, 6(a), 6(b) and 8 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.


 


6. (a) The Sponsor and each
Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (A) with respect to 50%
of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of the Business Combination
or the date on which the closing price of the Common Stock exceeds $12.50 for any 20 trading days within a 30-day trading period following
the closing of the Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month
anniversary of the closing of the Business Combination or (C) in each case, subsequent to the Business Combination, the date on which
we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders
having the right to exchange their Common Stock for cash, securities or other property.


 


(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Units (including the Private Shares and Private Rights) until 30 days after the
completion of a Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares and Private Units (including the Private Shares and Private Rights),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any affiliate of the Sponsor, any members of the Sponsor, or any of its affiliates, officers, directors, direct and indirect
equityholders, (b) in the case of an individual, by gift to a member of the individual’s immediate family, 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 a business combination at prices no greater than the price at which the securities were originally purchased; (f) in
the event of the Company’s liquidation prior to the completion of the Company’s initial business combination; or (g) by
virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, provided, however,
that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions.


 


7. 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, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding.


 






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8. Except as disclosed in 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).


 


9. 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.


 


10. As used herein, (i) “Business
Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (i) “Common Stock” shall mean, collectively,
the Common Stock; (ii) “Founder Shares” shall mean the 1,725,000 Common Stock, par value $0.0001 per share,
issued and outstanding immediately prior to the consummation of the Public Offering; (iii) “Initial Shareholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (iv) “Private Units” shall mean the 340,000
units (or up to 367,000 units if the over-allotment option is exercised in full), each comprised of one ordinary share and one Right,
that the Sponsor has agreed to purchase for an aggregate purchase price of $3,400,000 in the aggregate (or up to $3,670,000 if the over-allotment
option is exercised in full), or a purchase price of $10.00 per Private Unit, in a private placement that shall occur simultaneously with
the consummation of the Public Offering; (v) “Private Rights” shall mean the rights underlying the Private Units,
(vi) “Private Shares” shall mean the Common Stock underlying the Private Units, (vii) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; (ix) “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, (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).


 


11. 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 the Sponsor and
each Insider that is the subject of any such change, amendment modification or waiver.


 


12. 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.


 


13. 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.


 


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.


 






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15. 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.


 


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 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 or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [     ], 2022; provided
further that paragraph 3 of this Letter Agreement shall survive such liquidation.


 


	 	Sincerely,



Hudson SPAC Holding, LLC
	 	 
	 	By:	         
	 	 	Name:	     
	 	 	Title:	 


 


	 	 
	 	 


 


	 	 
	 	 


 


	 	 
	 	 


 


	 	 
	 	 


 


	 	 


 


	
    Acknowledged and Agreed:

     

    HUDSON ACQUISITION I CORP.
	 
	 	 
	By:	 	 
	 	Name:	Jiang Hui	 
	 	Title:	Chairman and Chief Executive Officer	 


 


 


[Signature Page - Letter Agreement]


 


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