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”.
