Exhibit 10.1


 


October 28, 2021


 


Project Energy Reimagined Acquisition Corp.


3 Lagoon Drive, Suite 170

Redwood City, California 94065


 


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 Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and J.P. Morgan Securities LLC and B of A Securities, Inc., 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 up to 28,750,000
of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”),
of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles
the holder thereof to purchase one Class A Ordinary Share 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 Global Market. Certain capitalized terms used herein are defined in
paragraph 1 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, each of Smilodon Capital, LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the
 “Insiders”), hereby agrees with the Company as follows:


 


		1.	As used herein: (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares
and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder
Shares” shall mean the 7,187,500 Class B Ordinary Shares issued and outstanding (up to 937,500 of which are subject
to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the 8,150,000 warrants (or 8,900,000 warrants if the over-allotment option is exercised in full) that
the Sponsor has agreed to purchase for an aggregate purchase price of $8,150,000 (or $8,900,000 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 Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Transfer”
shall mean the (a) 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 (defined
below), 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) (which, for the avoidance of doubt, shall not prohibit
the registration by the Company of any securities in accordance with the terms of the Registration Rights Agreement); (viii) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the
Private Placement Warrants shall be deposited; and (ix) “Warrants” shall mean the Private Placement Warrants
and Public Warrants.



 


		2.	It is acknowledged and agreed that the Company shall not enter
into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each
Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed
Business Combination, it, he or she shall (i) vote any Ordinary Shares owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder 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 sell or tender any Ordinary Shares owned by it, him or her in connection therewith.



 






     


     


    

 


		3.	The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, (or 21 months from the closing of the Public Offering if the Company has executed a letter of
intent, agreement in principle or definitive agreement for a Business Combination within 18 months from the closing of the Public Offering
but have not completed a Business Combination within such 18-month period), or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association (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 ten
(10) business days thereafter, redeem 100% of the Class A Ordinary Shares 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 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 Shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose
any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with our proposed initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within the required time period set forth in the Charter or (B) with respect to any other material provisions 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 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.



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 Ordinary Shares held by it, him or her,
if any, any redemption rights it, he or she may have in connection with (i) 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 (ii) a
shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with our initial Business Combination or 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 (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (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).



 


		4.	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) 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, Ordinary Shares (including, but
not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned
by it, him or her, (ii) 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, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified
in clause (i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 8(c) hereof
or if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to
be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at
the time of the transfer.



 






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		5.	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 (the
 “Indemnitor”) 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 (other than the Company’s independent registered public accounting
firm) 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 Indemnitor (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 taxes payable, (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 of 1933, as amended. The Indemnitor 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 Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriters do not exercise their over-allotment
option to purchase up to an additional 3,750,000 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 937,500 multiplied by a
fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment
option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants).
The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase
or sell Units or effect a share repurchase or share capitalization, 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 its issued
and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 3,750,000 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 Public Shares included in the Units issued in the Public
Offering and (B) the reference to 937,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to
such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the Initial Shareholders to hold an
aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A
Ordinary Shares underlying the Warrants).



 


		7.	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 an Insider of
its, his or her obligations under paragraphs 2, 3, 4, 5, 6, 8(a), and 8(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.



 






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		8.	               (a)          The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable
upon conversion thereof) until the earlier of (i) one year after the completion of the Company’s initial Business Combination
and (ii) subsequent to the Business Combination, (A) if the closing price of the Class A Ordinary Shares equals or exceeds
$12.00 per share (as adjusted for share splits, share 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 or (B) the
date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in
all of the Company’s Public Shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”).



 


	 	 	               (b)       
     The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any Class A
    Ordinary Shares underlying 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 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates, associates or family members or to any employee of any such affiliate or associate; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is such person or a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) 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 Class A Ordinary Shares or Private Placement Warrants were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; (vii) in the event of the Company’s liquidation prior to the consummation of its initial Business Combination; (viii) in the event that, subsequent to the Company’s consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that in the case of clauses (i) through (vi), 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 Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions). The foregoing shall not prohibit transfers made pursuant to the founder share transfer agreements as described in the Company’s Registration Statement on Form S-1.



 


	 	 	For the avoidance of doubt, paragraphs 7(a) and (b) shall not apply to any issue, redemption or reallocation (or any other action having a similar effect) of membership interests in the Sponsor.



 






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		9.	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. The Sponsor and each Insider’s questionnaire furnished to the Company is true and
accurate in all material 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.



 


		10.	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 to cover offering-related and organizational expenses; payment to EWI Capital SPAC I LLC of $30,000 per month for office
space and payment of administrative personnel providing services to members of the Company’s management team; reimbursement for
any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing 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.



 


		11.	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.



 


		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.



 


		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.



 






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		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
5 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 
	 	Smilodon
    capital, LLC
	 	 	 
	 	 	 
	 	By:	Admit Capital,
    LLC, its Manager
	 	 	 
	 	By:	/s/ Srinath Narayanan
	 	 	Name: 	Srinath Narayanan
	 	 	Title:	Manager
	 	 	 
	 	/s/ Srinath_Narayanana 
	 	Srinath Narayanan
	 	 
	 	/s/ Sanjay Mehta
     
	 	Sanjay Mehta
	 	 
	 	/s/ Eric Spiegel
	 	Eric Spiegel
	 	 
	 	/s/ Michael Browning
	 	Michael Browning
	 	 
	 	/s/ Nina Jensen
	 	Nina Jensen
	 	 
	 	/s/ David Roberts
	 	David Roberts
	 	 
	 	/s/ Kathy Liu 
	 	Kathy Liu
	 	 
	 	/s/ Tim Dummer 
	 	Tim Dummer
	 	 
	 	/s/ Prakash Ramachandran 
	 	Prakash Ramachandran


 


	Acknowledged and Agreed:	 
	 	 
	PROJECT ENERGY REIMAGINED ACQUSITION CORP.	 
	 	 	 
	 	 	 
	By:	/s/ Srinath Narayanan	 
	 	Name: 	Srinath Narayanan	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]