Exhibit 10.1


March [●], 2021


Artemis Strategic Investment Corporation


3310 East Corona Avenue


Phoenix, Arizona 85040


 


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”)
entered into by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”),
and Barclays Capital Inc. and BMO Capital Markets Corp., as representatives (the “Representatives”) of
the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s
units (including up to 2,250,000 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-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as
defined below). The Units will 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 U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units listed on The Nasdaq Capital Market (“Nasdaq”). 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, Artemis Sponsor, LLC (the “Sponsor”) and
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.	The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed
Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common
Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned
by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination
by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not seek to sell any shares of Common
Stock owned by it, him or her to the Company in connection therewith.



 


		2.	(a) The Sponsor and each Insider hereby agrees that in the event that the Company fails to
consummate a Business Combination within 24 months from the closing of the Public Offering, or such later period approved by the
Company’s stockholders in accordance with the Company’s second amended and restated certificate of incorporation (as
it may be amended from time to time, the “Charter”), 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 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% 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 (as defined below), including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Stockholders’ rights as stockholders (including the right to receive further liquidating 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 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 Charter to modify the substance or timing of the Company’s
obligation (i) to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by the date set forth
in the Charter or (ii) to provide for redemption in connection with a Business Combination, unless the Company provides its public
stockholders with the opportunity to redeem their shares of Common Stock 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 Offering
Shares.



 






     


     


    

 


(b) 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
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of 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 stockholder vote to approve such Business Combination
or a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Charter or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor,
the Insiders and their respective affiliates 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 the time period set forth in the Charter).


 


		3.	During the period commencing on the effective date of the Underwriting Agreement and ending
                                                          180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives,
                                                          (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
                                                          dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or
                                                          decrease 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 Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities
                                                          convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) file,
                                                          confidentially submit or cause to become effective a registration statement under the Securities Act of 1933, as amended (the
                                                          “Securities Act”) relating to the offer and sale of any Units or any other securities of the
                                                          Company that are substantially similar to the Units, or any securities convertible into or exchangeable or exercisable for,
                                                          or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to
                                                          another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock (including,
                                                          but not limited to, Founder Shares), Warrants or any other securities of the Company that are substantially similar to the
                                                          foregoing, or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him
                                                          or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iv) publicly
                                                          announce any intention to effect any transaction specified in clause (i), (ii), (iii) or (iv). Notwithstanding the foregoing,
                                                          if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
                                                          dividends, reorganizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
                                                          days after the Company’s initial Business Combination, the Founder Shares will be released from the lock-up.



 






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		4.	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 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 or (ii) any prospective target
business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a
Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the
actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than
$10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest
earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply to any claims by a third party or a Target
which 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. 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 Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up
to an additional 2,250,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the
Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i)
the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 2,250,000. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s
issued and outstanding shares of Common Stock after the Public Offering.



 


		6.	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 the Sponsor or an Insider of its, his or her obligations under
paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b), as applicable, 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 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.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as
                                                          defined below) any Founder Shares (or any shares of Common Stock issuable upon conversion thereof) until the earlier of (A)
                                                          one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business
                                                          Combination, (x) if the closing 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 150 days after the Company’s initial Business Combination and (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 “Founder Shares Lock-up Period”).



 






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(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 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the
 “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 3, 7(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or
the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied
with this paragraph 7(c)), 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 members of the Sponsor or any affiliates 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 any forward purchase agreement or similar arrangement or 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; (g) by virtue of the
laws of the State of Delaware or the organizational documents of the Sponsor’s upon dissolution of the Sponsor; or (h)
in the event that, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock
exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their Common Stock for cash, securities or other property; 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 and the other restrictions contained in this Agreement and by the same agreements entered
into by the Sponsor with respect to such securities (including provisions relating to voting, the Trust Account and
liquidating distributions).


 


		8.	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 (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 the Insider’s background. Each Insider’s questionnaire furnished to the Company is true and accurate
in all respects. 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.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of
the Sponsor or any officer, nor any director 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), other than the following, none of which will be made from the proceeds held in the Trust Account prior to
the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the
Company by the Sponsor; payment to the Sponsor for certain office space, utilities and secretarial and administrative support as
may be reasonably required by the Company for a total of $10,000 per month; reimbursement for any reasonable out-of-pocket expenses
related to identifying, investigating and consummating an initial Business Combination and repayment of loans, if any, and on such
terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.



 






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		10.	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.



 


		11.	As used herein, (i) “Business Combination” shall mean a merger,
                                                           capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
                                                           Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock
                                                           and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 4,312,500 shares of the
                                                           Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up to 562,500 shares of which are
                                                           subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters)
                                                           prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the
                                                           Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean an
                                                           aggregate of 5,000,000 Warrants (or 5,450,000 Warrants if the over-allotment option is exercised in full) that the Sponsor
                                                           have agreed to purchase for an aggregate purchase price of $5,000,000 (or $5,450,000 if the over-allotment option is
                                                           exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the
                                                           Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the
                                                           Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net
                                                           proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) issue,
                                                           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 Exchange Act,
                                                           and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) file,
                                                           confidentially submit or cause to become effective a registration statement under the Securities Act relating to the offer
                                                           and sale of any Units or any other securities of the Company that are substantially similar to the Units, or any securities
                                                           convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (c) 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 (d) public announcement of any intention to effect any transaction specified in clause (a), (b) or (c).



 


		12.	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.



 






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		13.	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.



 


		14.	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.



 


		15.	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.



 


		16.	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.



 


		17.	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.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York. 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.	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.



 


		20.	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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement
shall survive such liquidation.



 


[Signature Page Follows]


 






    6


     


    

 


Sincerely,


 


	 	ARTEMIS
    SPONSOR, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name: Holly Gagnon
	 	 
	 	By:	 
	 	 	Name: Philip Kaplan
	 	 
	 	By:	 
	 	 	Name: Thomas Granite
	 	 
	 	By:	 
	 	 	Name: Scott Shulak
	 	 
	 	By:	 
	 	 	Name: Matthew Anfinson
	 	 
	 	By:	 
	 	 	Name: Rodney Butler
	 	 
	 	By:	 
	 	 	Name: Anna Massion
	 	 
	 	By:	 
	 	 	Name: Andro Nodarse-León
	 	 
	 	By:	 
	 	 	Name: Leonard Wanger




 


[Signature Page to Letter Agreement]


 






     


     


    

 


	Acknowledged
    and Agreed:	 
	 	 
	

    ARTEMIS STRATEGIC INVESTMENT
 CORPORATION	 
	 	 
	By	 	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to Letter Agreement]