REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2022, is made and entered into by and between HUDSON ACQUISITION I CORP., a Delaware corporation (the “Company”) and Hudson SPAC Holding, LLC, a Delaware limited liability company (the “Sponsor” and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2022 by and between Hudson Acquisition I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
6,000,000 Units HUDSON ACQUISITION I CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
The undersigned, Hudson Acquisition I Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 14,2022 between Hudson Acquisition I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ITS OFFICERS AND DIRECTORS AND HUDSON SPAC HOLDING, LLCLetter Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
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 11,500,000 of the Company’s units (including up to 1,500,000 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-fifth (1/5) 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
SECOND AMENDED AND RESTATED UNIT PRIVATE PLACEMENT AGREEMENTUnit Private Placement Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • Delaware
This Second Amended and Restated Unit Private Placement Agreement (this “Second Amended and Restated Agreement”) is entered into as of October 14, 2022, by and between Hudson Acquisition I Corp., a Delaware corporation (the “Company”) and Hudson SPAC Holding LLC, a Delaware limited liability company (the “Purchaser”). Each of the Company and Purchaser shall be referred to as a “Party” and collectively, the “Parties”.
HUDSON ACQUISITION I CORP. 19 West 44th Street, Suite 1001 New York, New York 10036 October 14, 2022Office Space and Administrative Services Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Hudson Acquisition I Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Hudson SPAC Holding, LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 19 West 44th Street, Suite 1001, New York, New York 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor
LETTER AGREEMENTLetter Agreement • May 16th, 2024 • Hudson Acquisition I Corp. • Blank checks
This letter agreement (the “Agreement”), dated May 14 2024, sets forth certain terms of a business combination transaction (the “De-SPAC Transaction” and its consummation, the “Closing”) between Aiways Automobile Europe GmbH (the “Company”), and Hudson Acquisition I Corp. (the “SPAC”). All matters set forth in this Agreement shall constitute binding agreements between the Company and SPAC.
AMENDMENT TO INSIDER LETTERInsider Letter Amendment • November 29th, 2024 • Hudson Acquisition I Corp. • Blank checks
THIS AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of November 22, 2024, by and among (i) Hudson Acquisition I Corp., a Delaware corporation (together with its successors, “HUDA”), (ii) EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), (iii) Hudson SPAC Holding, LLC, a Delaware limited liability company (the “Sponsor”), (iv) Aiways Automobile Europe GmbH, a German limited liability company (“Aiways Europe”) and (v) the undersigned individuals, each of whom is a member of HUDA’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable HUDA securities, is referred to as an “Insider” pursuant to the terms of the Insider Letter. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Insider Letter (as defined below) (and if such term is not defined in the Insider Letter, then in the Business Combination Agreement
BUSINESS COMBINATION AGREEMENT by and among HUDSON ACQUISITION I CORP., as HUDA, EUROEV HOLDINGS LIMITED, as Pubco, AIWAYS MERGER SUB, INC., as Merger Sub, AIWAYS AUTOMOBILE EUROPE GMBH, as the Company, AIWAYS TECH LIMITED, as the Signing Seller and...Business Combination Agreement • November 29th, 2024 • Hudson Acquisition I Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 22, 2024 (the “Signing Date”) by and among (i) Hudson Acquisition I Corp., a Delaware corporation (together with its successors, “HUDA”), (ii) EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), (iii) Aiways Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Aiways Automobile Europe GmbH, a German limited liability company (the “Company”), (v) Aiways Tech Limited, a Hong Kong company (the “Signing Seller”), and (vi) each of the other holders of the Company’s shares that, after the Registration Statement Effective Date (as defined below), execute and deliver to the Pubco, HUDA and the Company a joinder agreement in substantially the form attached as Exhibit A hereto (each, a “Seller Joinder”) to become party to this Agreement, which Seller Joinder shall be accepted in writing and executed and delivered by the Pubco, HU
SPONSOR AGREEMENTSponsor Agreement • November 29th, 2024 • Hudson Acquisition I Corp. • Blank checks
This SPONSOR AGREEMENT, dated as of November 22, 2024 (this “Sponsor Agreement”), is entered into by and among Hudson SPAC Holding, LLC, a Delaware limited liability company (“Sponsor”), Pengfei Xie (the “Sponsor Guarantor” and together with the Sponsor, each, a “Sponsor Party”), Aiways Automobile Europe GmbH, a German limited liability company (the “Company”), EUROEV Holdings Limited, a business company incorporated in the British Virgin Islands (“Pubco”), and Hudson Acquisition I Corp., a Delaware corporation (“HUDA”). Capitalized terms used but not defined in this Sponsor Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • November 29th, 2024 • Hudson Acquisition I Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 202[●], by and among (i) EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), (ii) Hudson Acquisition I Corp., a Delaware corporation (together with its successors, “HUDA”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). Pubco, HUDA and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
