Exhibit 10.1


 


June 10, 2021


 


Logistics Innovation Technologies Corp.


3348 Peachtree Road, Suite 700


Atlanta, GA 30326


 


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 Logistics Innovation Technologies Corp., a Delaware corporation (the “Company”),
and Guggenheim Securities, LLC, as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including
up to 4,500,000 units that may be purchased by the Underwriters 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 “Class A Common
Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Class A 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 Global Market. 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, each of 1P Management LLC, a Delaware limited liability company
(the “Sponsor”), AG LIT Holdings, LLC, a Delaware limited liability company (“AG LIT”)
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. The
Sponsor, AG LIT 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 (as defined below) 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, AG LIT and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her
in connection therewith.


 






     


     


    

 


2. The
Sponsor, AG LIT 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 amended and restated certificate of incorporation (as it may be amended from time to time, the “Charter”),
the Sponsor, AG LIT 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 no more than ten business days thereafter, redeem 100% of the shares of Class
A 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’ (as defined below) rights as stockholders (including the right to receive further liquidating distributions,
if any), 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, liquidate and dissolve, 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, AG LIT and each Insider agrees
to not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation to allow redemption in
connection with its initial Business Combination or to redeem 100% of the Offering Shares if the Company does not consummate a Business
Combination within the required time period set forth in the Charter or with respect to any other provisions relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem
their 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, AG LIT 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, AG LIT 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 (A) 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 (B) a stockholder
vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to allow redemption in
connection with its 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 with respect to any other provisions relating to stockholders’ 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, AG LIT, 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, AG LIT and
each Insider shall not, without the prior written consent of the Representative, (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, 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) 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 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 (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 






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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 (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 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.


 


5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus) in full, the Sponsor and AG LIT agree to forfeit, at
no cost, a number of Founder Shares, on a pro rata basis, in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator
of which is 4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 4,500,000. 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
shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private
Placement Warrants (as defined below)). The Sponsor and AG LIT further agree 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 Capital 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 4,500,000 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 1,125,000 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 shares of Class A Common Stock after the Public Offering (not
including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).


 


6. The
Sponsor, AG LIT 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, AG LIT 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, AG LIT and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common
Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A 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 or (y)
the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that
results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor, AG LIT and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A
Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of the initial
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 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A
Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held
by the Sponsor, AG LIT, 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 affiliate or family member of any of the Company’s officers or directors,
any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (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 securities 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 Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event
of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property
subsequent to the Company’s completion of an initial Business Combination; 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 (including provisions relating to voting, the
Trust Account and liquidating distributions).


 


8. The
Sponsor, AG LIT and each Insider represents and warrants that: it, he or she is not subject to any legal action for, any injunction, cease-and-desist
order; and 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 and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The Sponsor and each Insider’s questionnaire furnished
to the Company and the Representative is true and accurate in all 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.


 






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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, non-cash payments, 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; payments to the Sponsor for certain office space,
secretarial and administrative services as may be reasonably required by the Company of $10,000 per month; 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 $1.50 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, AG LIT and each Insider represents and warrants that it, he or she 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) “Common Stock”
shall mean the Class A common stock and Class B common stock; (iii) “Founder Shares” shall mean the 8,625,000
shares of Class B common stock issued and outstanding (up to 1,125,000 Shares of which are subject to complete or partial forfeiture if
the overallotment option is not exercised in full by the Underwriters); (iv) “Initial Stockholders” shall mean
the Sponsor, AG LIT and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the
5,400,000 Warrants (or 6,000,000 Warrants if the overallotment option is exercised in full) that the Sponsor and AG LIT have agreed to
purchase for an aggregate purchase price of $8,100,000 (or $9,000,000 if the over-allotment option is exercised in full), or $1.50 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 account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; (viii) “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, 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); and (ix) “Warrants” shall mean the
Private Placement Warrants and public warrants.


 


12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Insider
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 Company, the Sponsor,
AG LIT 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, facsimile or other electronic 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. In
the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


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]


 




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	 	Sincerely,
	 	 	 
	 	1P MANAGEMENT, LLC
	 	 	 
	 	By:	/s/ Isaac Applbaum
	 		Name: Isaac Applbaum
	 		Title: Managing Member
	 	 	 
	 	AG LIT HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Alan Gershenhorn
	 	 	Name: Alan Gershenhorn
	 	 	Title: Managing Member
	 	 	 
	 	By:	/s/ Isaac Applbaum
	 	 	Name: Isaac Applbaum
	 	 	 
	 	By:	/s/ Alan Gershenhorn
	 	 	Name: Alan Gershenhorn
	 	 	 
	 	By:	/s/ Andrew Clarke
	 	 	Name: Andrew Clarke
	 	 	 
	 	By:	/s/ Bruno Sidler
	 	 	Name: Bruno Sidler
	 	 	 
	 	By:	/s/ Chris Sultemeier
	 	 	Name: Chris Sultemeier



 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 	 
	LOGISTICS INNOVATION TECHNOLOGIES CORP.	 
	 	 	 
	By:  	/s/ Alan Gershenhorn	 
	Name: 	Alan Gershenhorn	 
	Title:	Chief Executive Officer and Chairman