Exhibit 10.1


 


[_______], 2021


 


Progress
Acquisition Corp.


50 Milk
Street, 16th Floor


Boston,
MA 02109


 


EarlyBirdCapital,
Inc.


366 Madison
Ave


New York,
NY 10017


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between Progress Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. 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 the Company’s units (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 one warrant, each warrant
exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein
are defined in paragraph 13 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 pay in cash to the holders of IPO Shares a per-share price
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.


 


(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. 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, Progress Capital I LLC (“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 $10.00 per 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 money 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 independent
directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions, 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, finder fee 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. (a) [Intentionally
Omitted].


 


(b) The undersigned
agrees that until after the Company consummates a Business Combination, all Private Securities owned by him/her/it will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Securities.


 


6. (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) [Intentionally
Omitted].


 


(c) 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.


 


7. Each of the undersigned
individuals agrees to be the director or officer of the Company as described in the Registration Agreement until the earlier of
the consummation by the Company of a Business Combination or the liquidation of the Company. Each of the undersigned individuals’
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 FINRA Questionnaire
previously furnished to the Company and the Representative is true and accurate in all respects. The undersigned represents and
warrants that:


 


(a) he/she/it has never
had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any partnership
in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation or business
association of which he/she/it was an executive officer at or within two years before the time of such filing;


 


(b) he/she/it has never
had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any such partnership;


 


(c) he/she/it has never
been convicted of fraud in a civil or criminal proceeding;


 




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(d) he/she/it/ has
never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 


(e) he/she/it has never
been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice
in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal
commodities laws;


 


(f) he/she/it has never
been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity described in 9(e)(i)
above, or to be associated with persons engaged in any such activity;


 


(g) he/she/it has never
been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h) he/she/it has never
been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law,
where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i) he/she/it has never
been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation,
(ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary
or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order,
or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity;


  


(j) he/she/it has never
been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member;


 


(k) he/she/it has never
been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making
of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l) he/she/it was never
subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state
authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
or deceptive conduct;


 


(m) he/she/it has never
been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or
sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 




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(n) he/she/it has never
been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future violation of:
(i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of
the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o) he/she/it has never
been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
or proceeding to determine whether a stop order or suspension order should be issued;


 


(p) he/she/it has never
been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order
or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device
for obtaining money or property through the mail by means of false representations;


 


(q) he/she/it is not
subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state
authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;


 


(r) he/she/it is not
subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act, or section 203(e) or 203(f) of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that: (i) suspends or revokes the undersigned’s
registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities,
functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated
with any entity or from participating in the offering of any penny stock; and


 


(s) he/she/it has never
been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 


 


8. 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.


 


9. The undersigned
hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to
be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares
be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees
not to seek conversion 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).


 


10. The undersigned
hereby agrees to not propose, or vote in favor of, an amendment to Article Six of the Certificate of Incorporation prior to the
consummation of a Business Combination unless the Company provides public stockholders with the opportunity to convert their shares
of Common Stock upon such approval in accordance with such Article Six thereof.


  


11. (a) 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, Sponsor agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment
for such expenses.


 




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12. 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.


 


13. As used herein,
(i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Common
Stock” means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” means the shares of Common Stock issued in the Company’s IPO; (v) “Private Securities”
means the Warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “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; (vii) “Trust
Account” means the trust account into which a portion of the net proceeds of the IPO will be deposited; and (viii)
“Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-252084)
filed with the Securities and Exchange Commission.


 


14. 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), except by a written instrument executed by all parties hereto.


 


15. 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.


  


[Signature Page Follows]


 




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	 	PROGRESS CAPITAL I LLC
	 	 
	 	By:	 
	 	Name: 	David Arslanian
	 	Title:	 Managing Member
	 	 	 
	 	By:	 
	 	Name:	Richard Gallagher
	 	Title:	Managing Member
	 	 
	 	By:	 
	 	Name:	Warren Schlichting
	 	Title:	Managing Member
	 	 
	 	 
	 	Carl E. Vogel
	 	 
	 	 
	 	 
	 	Warren Schlichting
	 	 
	 	 
	 	 
	 	Richard Gallagher
	 	 
	 	 
	 	 
	 	David Arslanian
	 	 
	 	 
	 	 
	 	Sanjay Puri
	 	 
	 	 
	 	 
	 	Chris Kelly
	 	 
	 	 
	 	 
	 	Rich Battista
	 	 
	 	 
	 	 
	 	Luisa Ingargiola
	 	 
	 	 
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	PROGRESS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: Richard Gallagher
	 	 	Title: Chief Financial Officer