Exhibit 10.1


 


September 29, 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 20,125,000 of the Company’s units (including up to
2,625,000 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 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 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 definitive agreement for an initial Business Combination within18 months from the closing of the Public
Offering), or such later period approved by the Company’s stockholders in accordance with the Company’s third 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 Sponsor 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
2,625,000 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 656,250 multiplied by a fraction, (i) the numerator of which is 2,625,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 2,625,000. 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.



 






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		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”).



 


(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.



 






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		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.



 


		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 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, held
by the Sponsor (up to 656,250 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 8,950,000 Warrants (or 10,000,000 Warrants if the over-allotment option is exercised in full) that the Sponsor have agreed
to purchase for an aggregate purchase price of $8,950,000 (or $10,000,000 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).



 






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		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.



 


		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.



 






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		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]


 






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Sincerely,


 


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


  


[Signature Page to Letter
Agreement]


 






    	 		 



     


    

 


 


	Acknowledged and Agreed:	 	 
	 	 	 
	ARTEMIS STRATEGIC INVESTMENT CORPORATION	 	 
	 	 	 
	 	 	 
	By	/s/ Thomas Granite	 	 
	 	Name:  Thomas Granite	 	 
	 	Title:    Chief Financial Officer	 	 



 


[Signature Page to Letter
Agreement]