Exhibit
10.1


 


LETTER AGREEMENT FROM EACH OF THE REGISTRANT’S
SPONSOR, OFFICERS AND DIRECTORS


 


November 8, 2021


 


OmniLit Acquisition Corp


1111 Lincoln Road, Suite 500


Miami Beach, FL 33139


 


Imperial Capital, LLC


10100 Santa Monica Blvd.


#2400


Los Angeles, CA 90067


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter (“Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between OmniLit Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital,
LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of 12,500,000 of the Company’s units (including
up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of a warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”)
upon completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (each a “Business Combination”). The Units will be sold
in the IPO pursuant to a registration statement on Form S-1 (File No. 333-260090) and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon
the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows:


 


1. If the Company solicits approval of its stockholders
of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him, her, or it, whether acquired
before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event that the Company fails to consummate
a Business Combination within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the
same may be amended from time to time (the “Certificate of Incorporation”), the undersigned will, as promptly
as possible, 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 therefore, redeem the IPO 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 Trust Account net
of interest released to the Company as permitted pursuant to the Trust Agreement, divided by the number of then outstanding IPO Shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate,
subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law.


 




    	 



     


    

 


(b) The undersigned hereby waives any and all right,
title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”) with respect to
the shares of Founders’ Common Stock owned by the undersigned and hereby waives any Claim the undersigned may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for
any reason whatsoever, except in connection with a liquidation of the Company with respect to any IPO Shares they may hold. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will
terminate on the Company’s liquidation.


 


(c) In the event of the liquidation of the Trust Account,
the Sponsor agrees to indemnify and hold harmless the Company for any debts and obligations to target businesses or vendors or other entities
that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only to the extent necessary
to ensure that such debt or obligation does not reduce the amount of funds in the Trust Account below $10.20 per IPO Share; provided that
such indemnity shall not apply (i) if such vendor or prospective target business executed an agreement waiving any right, title, interest
or claim of any kind they may have in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation
to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).


 


3. The undersigned acknowledges and agrees that prior
to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company or their affiliates,
such transaction must be approved by a majority of the Company’s disinterested directors and the Company must obtain an opinion
from an independent investment banking firm which is a member of FINRA or an independent accounting firm, that such Business Combination
is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4. Neither the undersigned nor any affiliate of the
undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to, or for services rendered
in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed to make the payments
set forth in the Registration Statement under the caption “Prospectus Summary – The Offering – Limited payments to insiders.”


 


5. Neither the undersigned nor any affiliate of the
undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event either of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


6. (a) The Sponsor and each Insider agrees that it,
he or she shall not transfer any Founders’ Common Stock (or shares of Common Stock issuable upon conversion thereof) until the earlier
of: (A) one (1) year after the completion of the Company’s initial Business Combination; or (B) subsequent to the Business Combination:
(x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after the Company’s
initial Business Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property (the “Founders’ Common Stock Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it, he
or she shall not transfer any Private Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private
Placement Warrants, until thirty (30) days after the completion of a Business Combination (the “Private Placement Lock-up Period”,
together with the Founders’ Common Stock Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs
6(a) and (b), transfers of the Founders’ Common Stock, Private Placement Warrants and shares of Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Warrants or the Founders’ Common Stock that are held by the Sponsor, any
Insider or any of their permitted transferees (that have complied with this paragraph 6(c)), are permitted: (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor
or to any member(s) of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to
a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 an initial Business Combination at prices no greater than the price at which the shares or warrants were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g) by virtue
of the laws of the State 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 with the
Company agreeing to be bound by the transfer restrictions herein.


 




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7. (a) In order to minimize potential conflicts of
interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest of the Company’s
initial Business Combination or liquidation, the undersigned shall present to the Company for its consideration, prior to presentation
to any other entity, any suitable target business, subject to any pre-existing fiduciary or contractual obligations the undersigned might
have.


 


(b) The undersigned hereby agrees and acknowledges
that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations contained
in this letter, (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.


 


8. The undersigned’s biographical information
previously furnished to the Company and the Representative is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act. The undersigned’s Director, Officer and Stockholder Questionnaire and FINRA
Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects.


 


9. The undersigned has full right and power, without
violating any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as a director and/or officer
of the Company, as applicable.


 


10. The undersigned hereby waives any right to exercise
redemption rights with respect to the Founders’ Common Stock or any IPO Shares owned or to be owned by the undersigned, directly
or indirectly (or to sell such shares to the Company in a tender offer), and agrees not to seek redemption with respect to such shares
in connection with any vote to approve a Business Combination (or sell such shares to the Company in a tender offer in connection with
such a Business Combination).


 


11. The undersigned agrees not to propose any amendment
to the Certificate of Incorporation to modify: (i) the substance or timing of the ability of holders of IPO Shares to seek redemption
in connection with a Business Combination or amendments to the Certificate of Incorporation prior thereto; or (ii) (A) the Company’s
obligation to redeem 100% of the IPO Shares if the Company does not complete a Business Combination within such time set forth in the
Certificate of Incorporation; or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides its public stockholders with the opportunity to redeem their IPO 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 its taxes, divided by the number of then outstanding
IPO Shares.


 


12. In the event that the Company does not consummate
a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation, the Sponsor agrees
to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.


 


13. 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. Each of the Company and the undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. The undersigned irrevocably agrees to appoint Al Kapoor as agent for
the service of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding.
If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint
a substitute agent acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the
right of either party to serve process in any other manner permitted by law.


 




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14. As used herein, (i) “Insiders”
means all officers, directors and sponsor of the Company immediately prior to the IPO; (ii) “Founders’ Common Stock”
means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iii) “IPO Shares”
means the shares of Common Stock issued in the Company’s IPO; (iv) “Private Securities” means the warrants
that are being sold privately by the Company simultaneously with the consummation of the IPO; (v) “Trust Agreement”
means the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered into
in connection with the IPO and governing the use of funds held in the Trust Account; (vi) “Trust Account” means
the trust account established pursuant to the Trust Agreement into which a portion of the net proceeds of the IPO and the sale of the
Private Securities will be deposited; and (vii) “Registration Statement” means the Company’s registration
statement on Form S-1 (SEC File No. 333-260090) filed with the Securities and Exchange Commission.


 


15. 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.


 


16. Each of the undersigned acknowledges and understands
that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with
the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the
Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.


 


17. The Company will maintain an insurance policy
or policies providing directors’ and officers’ liability insurance, and each Director 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.


 


18. 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.


 


19. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation 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.


 


20. 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.


 


21. 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.


 


22. 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.


 




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23. 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 IPO is not consummated and closed by May 12, 2022; provided further that paragraph 2(c) of this
Letter Agreement shall survive such liquidation.


 


	 	OMNILIT SPONSOR, LLC, a Delaware limited liability company 
	 	 	 
	 	By:	/s/ Al Kapoor
	 	Name:	Al Kapoor
	 	Title:	Manager
	 	 	 
	 	Al Kapoor
	 	 	 
	 	/s/ Al Kapoor
	 	Signature
	 	 	 
	 	Robert O. Nelson II
	 	 	 
	 	/s/ Robert O. Nelson II
	 	Signature
	 	 	 
	 	Skylar M. Jacobs
	 	 	 
	 	/s/ Skylar M. Jacobs
	 	Signature
	 	 	 
	 	Kent R. Weldon
	 	 	 
	 	/s/ Kent R. Weldon
	 	Signature
	 	 	 
	 	Mark D. Norman
	 	 	 
	 	/s/ Mark D. Norman
	 	Signature
	 	 	 
	 	Brian F. Hughes
	 	 	 
	 	/s/ Brian F. Hughes
	 	Signature
	 	 	 
	 	James M. Jenkins
	 	 	 
	 	/s/ James M. Jenkins
	 	Signature
	 	 	 
	 	Acknowledged and Agreed
	 	 	 
	 	OMNILIT ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Al Kapoor
	 	Name:	Al Kapoor
	 	Title:	Chief Executive Officer



 






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