Exhibit 10.1


 


FORM
OF


NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST


 


This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of                , 2022 by and among
OmniLit Acquisition Corp. (“OLIT”), OmniLit Sponsor, LLC (the “Sponsor”) and the undersigned investor
(“Investor”).


 


RECITALS


 


WHEREAS,
the Sponsor currently holds all of the shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”),
of OLIT;


 


WHEREAS,
OLIT expects to hold a special meeting of stockholders (the “Meeting”) for the purpose of approving, among other things,
an amendment to OLIT’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date
by which OLIT must consummate an initial business combination (the “Initial Business Combination”) by nine (9) months
(the “Extension”);


 


WHEREAS,
the Charter provides that a stockholder of OLIT may redeem its shares of Class A common stock, par value $0.0001 per share (the “Public
Shares” and together with the Founder Shares, the “Common Shares”) in connection with the Charter amendment,
on the terms set forth in the Charter (“Redemption Rights”);


 


WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from
the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to Investor in connection with OLIT’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to Investor.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor and the Sponsor hereby agree as follows:


 


	1.	Terms
    of Transfer.


 


	 	1.1.	Upon
    the terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) as of 5:00 PM, New York time, on the date
    of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise its Redemption Rights with
    respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected
    by OLIT’s filing with the Secretary of State of the State of Delaware of a Certificate of Amendment to the Charter, then the
    Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the
    Sponsor agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor
    has agreed to assign to Investor. “Investor Shares” shall mean less than 9.9% of the Public Shares subject to non-redemption
    agreements with other OLIT stockholders similar to this Agreement as of December , 2022. The Sponsor and OLIT will assign to the
    Investor 1 Founder Share for every 2.3 Investor Shares non-redeemed, (rounded down, with no fractional Founder Shares to be assigned),
    subject to this Agreement and set forth on Exhibit A. The Sponsor and OLIT agree to provide Investor with the final number of Investor
    Shares subject to this Agreement no later than 9:00 a.m. Eastern on December , 2022.


 


	 	1.2.	The
    Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be subject to the conditions that (i) the
    Initial Business Combination is consummated; and (ii) Investor (or its Permitted Transferees (as such term is defined in the Amended
    and Restated Limited Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”)
    executes a joinder to that certain Letter Agreement, dated November 8, 2021 (as it exists on the date hereof, the “Letter
    Agreement”), by and among the Company, the Sponsor, officers and directors of the Company, and the other stockholders of
    the Company signatory thereto, as described in Section 1.8 hereof.
	 	 	 
	 	 	Upon
the satisfaction of the foregoing conditions, as applicable, the Sponsor shall promptly transfer the Assigned Securities to Investor
(or its Permitted Transferees). The Sponsor covenants and agrees to facilitate such transfer to Investor (or its Permitted Transferees)
in accordance with the foregoing.


 






    	 



    	 



    

 


	 	1.3.	Adjustment
    to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination,
    split or reclassification of the common stock of OLIT or other similar event (other than the conversion of Founder Shares to shares
    of Class A common stock following an Initial Business Combination in accordance with OLIT’s Charter), then, as of the effective
    date of such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement
    shall be adjusted in proportion to such increase or decrease in outstanding common stock of OLIT.


 


	 	1.4.	Merger
    or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger
    involving OLIT in which its common stock is converted into or exchanged for securities, cash or other property, then, following any
    such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of common shares of OLIT, the Sponsor shall
    transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof, the kind and
    amount of securities, cash or other property into which such Assigned Securities converted or exchanged.


 


	 	1.5.	Forfeitures,
    Transfers, etc. Investor shall not be required to forfeit or transfer the Assigned Securities. Investor acknowledges that, pursuant
    to the Sponsor LLC Agreement, prior to, or at the time of, the Initial Business Combination, the Managers of the Sponsor have the
    authority to cause the Sponsor to subject the Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend
    the terms under which the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth
    in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with
    respect to the Founder Shares, and that the Managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions,
    amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and
    pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that
    any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Founder Shares other
    than the Assigned Securities and the terms and conditions applicable to the Assigned Securities shall not be changed as a result
    of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.


 


	 	1.6.	Delivery
    of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver the Assigned
    Securities to Investor by transfer of book-entry shares effected through OLIT’s transfer agent. The parties to this Agreement
    agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate
    to carry out the purposes and intent of this Agreement.


 


	 	1.7.	Assignment
    of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor under this Agreement, the Sponsor hereby
    assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain Registration
    Rights Agreement, dated November 8, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
    by and among the Company, the Sponsor, and the other stockholders of the Company signatory thereto, and hereby represents and confirms
    to Investor that, upon Investor’s receipt of the Assigned Securities, (i) Investor shall be a “Holder” under the
    Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities” under the Registration
    Rights Agreement. The Sponsor shall provide written notice to OLIT of such assignment in accordance with the Registration Rights
    Agreement. Investor shall provide to OLIT a written agreement in accordance with the Registration Rights Agreement agreeing to be
    bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned
    Securities (upon acquisition thereof) as “Registrable Securities” thereunder.


 






    	 



    	 



    

 


	 	1.8.	Joinder
    to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute a joinder
    to the Letter Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant
    to which Investor shall agree with OLIT to be bound solely by Section 7 of the Letter Agreement solely with respect to the Assigned
    Securities.


 


	 	1.9.	Termination.
    This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure of OLIT’s stockholders
    to approve the Extension at the Meeting, or the determination of OLIT not to proceed to effect the Extension, (b) the fulfillment
    of all obligations of parties hereto, (c) the liquidation or dissolution of OLIT, (d) the mutual written agreement of the parties
    hereto, or (e) December 15, 2023.


 


	2.	Assignment
    of Economic Interest.


 


	 	2.1.	Upon
    satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title
    and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”),
    subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends
    and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities
    set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.


 


	 	2.2.	If
    at any time the number of outstanding shares of common stock of OLIT is increased or decreased by a consolidation, combination, split
    or reclassification or other similar event (other than the conversion of Founder Shares to shares of Class A common stock following
    an Initial Business Combination), then, as of the effective date of such consolidation, combination, split, reclassification or similar
    event, the number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding
    shares of common stock.


 


	 	2.3.	Investor
    acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor or to vote with
    respect to any Assigned Securities, and it has no right to vote Founder Shares prior to transfer of any such shares to Investor pursuant
    to this Agreement.


 


	 	2.4.	Investor
    acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
    paid in shares of common stock or other non-cash property that is subject to the transfer restrictions and/or the lockup period set
    forth in Section 6 of the Letter Agreement, the Sponsor shall transfer all of its right, title and interest in such dividends or
    distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1.


 


	 	2.5.	If
    the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor
    shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration.


 


	3.	Representations
    and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that:


 


	 	3.1.	No
    Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation
    or endorsement of the offering of the Assigned Securities.


 


	 	3.2.	Accredited
    Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
    Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made
    in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act
    and similar exemptions under state law.


 






    	 



    	 



    

 


	 	3.3.	Intent.
    Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s own account (and/or for the
    account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the
    Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity except as may
    be permitted hereunder. 


 


	 	3.4.	Restrictions
    on Transfer; Trust Account; Redemption Rights. 


 


	 	3.4.1.	Investor
    acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer to Investor
    may continue to be, subject to the Transfer Restrictions and certain other restrictions as set forth in the Letter Agreement.


 


	 	3.4.2.	Investor
    acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind in or
    to, any monies held in the trust account into which the proceeds of OLIT’s initial public offering were deposited (the “Trust
    Account”) or distributed as a result of any liquidation of the Trust Account.


 


	 	3.4.3.	Investor
    waives any right that it may have to elect to have OLIT redeem any Investor Shares and agrees not to redeem or otherwise exercise
    any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor
    Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit
    Investor’s ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares (other
    than the Investor Shares) in its discretion and at any time or any Investor Shares in its discretion and at any time after December
    21, 2022.


 


	 	3.4.4.	Investor
    acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in the United
    States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor
    decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold, pledged
    or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to
    an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available
    exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
    laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest therein
    is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to OLIT an opinion of
    counsel satisfactory to OLIT that registration is not required with respect to the Assigned Securities to be transferred. Absent
    registration or another available exemption from registration, Investor agrees it will not transfer the Assigned Securities. 


 


	 	3.5.	Voting.
    Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written
    consent (or cause a written consent to be executed and delivered) all of OLIT Common Shares owned, as of the applicable record date,
    by any of them at the Meeting in favor of the Extension and cause all such shares to be counted as present at the Meeting for purposes
    of establishing a quorum.


 


	 	3.6.	Sophisticated
    Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the
    Assigned Securities.


 


	 	3.7.	Risk
    of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial risks.
    Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
    described or provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability. Investor
    is able to bear the economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain
    a complete loss of such investment.


 






    	 



    	 



    

 


	 	3.8.	Independent
    Investigation. Investor has relied upon an independent investigation of OLIT and has not relied upon any information or representations
    made by any third parties or upon any oral or written representations or assurances, express or implied, from the Sponsor or any
    representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with the business, operations
    and financial condition of OLIT and has had an opportunity to ask questions of, and receive answers from OLIT’s management
    concerning OLIT and the terms and conditions of the proposed sale of the Assigned Securities and has had full access to such other
    information concerning OLIT as Investor has requested. Investor confirms that all documents that it has requested have been made
    available and that Investor has been supplied with all of the additional information concerning this investment which Investor has
    requested.


 


	 	3.9.	Organization
    and Authority. If any entity, Investor is duly organized and existing under the laws of the jurisdiction in which it was organized
    and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement and perform all
    the obligations required to be performed by Investor hereunder.


 


	 	3.10.	Non-U.S.
    Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986,
    as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
    that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
    for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
    of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other
    consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition,
    holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial
    ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.


 


	 	3.11.	Authority.
    This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement enforceable in
    accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
    moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
    or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
    by federal and state securities laws or principles of public policy.


 


	 	3.12.	No
    Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated
    hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any agreement
    or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any order,
    judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to prevent
    Investor from fulfilling its obligations under this Agreement.


 


	 	3.13.	No
    Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement,
    the Sponsor LLC Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors.
    Except for any statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such
    counsel and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives
    or agents for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment,
    the Sponsor, OLIT, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 






    	 



    	 



    

 


	 	3.14.	Reliance
    on Representations and Warranties. Investor understands that the Assigned Securities are being offered and sold to Investor in
    reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
    of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
    and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.


 


	 	3.15.	No
    General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any general solicitation
    or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
    magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any
    general solicitation or general advertising.


 


	 	3.16.	Brokers.
    No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the
    acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission.


 


	4.	Representations
    and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that:


 


	 	4.1.	Power
    and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as a limited
    liability company under the laws of the State of Delaware and possesses all requisite limited liability company power and authority
    to enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the
    assignment, sale and transfer the Assigned Securities.


 


	 	4.2.	Authority.
    All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization, execution
    and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken. This
    Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
    constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms,
    except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
    or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
    of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
    laws or principles of public policy.


 


	 	4.3.	Title
    to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned Securities
    and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the Assigned
    Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options,
    voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions
    that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when transferred
    to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances,
    agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions
    and other terms and conditions that apply to the Founder Shares generally and applicable securities laws).


 






    	 



    	 



    

 


	 	4.4.	No
    Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
    contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC
    Agreement, (ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement
    and the Sponsor LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment
    or decree to which the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain
    any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
    entity in order for it to perform any of its obligations under this Agreement or transfer the Assigned Securities in accordance with
    the terms hereof.


 


	 	4.5.	No
    General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation or general advertising
    within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other
    communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting
    whose attendees have been invited by any general solicitation or general advertising.


 


	 	4.6.	Brokers.
    No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the
    sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission.


 


	 	4.7.	Transfer
    Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Restricted Units and Founder Shares
    representing the economic benefit of the Assigned Securities other than any transfer pursuant to the Sponsor LLC Agreement in connection
    with an Initial Business Combination.


 


	 	4.8.	Reliance
    on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon the truth and accuracy
    of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement.


 


	5.	Trust
    Account. Until the earlier of (a) the consummation of OLIT’s initial business combination; (b) the liquidation of the Trust
    Account; and (c) 24 months from consummation of OLIT’s initial public offering, OLIT will maintain the investment of funds
    held in the Trust Account in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment
    Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
    (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only
    in direct U.S. government treasury obligations. OLIT further confirms that it will not utilize any funds from its Trust Account to
    pay any potential excise taxes that may become due upon a redemption of the Public Shares, including in connection with a liquidation
    of OLIT if it does not effect a business combination prior to its termination date.


 


	6.	Governing
    Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the
    laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
    or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to
    a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect
    to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction
    of the United States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough
    of Manhattan, State of New York, which submission shall be exclusive.


 


	7.	Assignment;
    Entire Agreement; Amendment.


 


	 	7.1.	Assignment.
    Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the Sponsor or Investor
    to any person that is not an affiliate of such party shall require the prior written consent of the other party.


 






    	 



    	 



    

 


	 	7.2.	Entire
    Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
    and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


	 	7.3.	Amendment.
    Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
    terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
    or termination is sought.


 


	 	7.4.	Binding
    upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
    heirs, legal representatives, successors and permitted assigns. 


 


	8.	Notices.
    Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
    and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or
    sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier)
    or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
    either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
    personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt
    of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
    such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party
    has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party.


 


	9.	Counterparts.
    This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
    agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
    understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including
    any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
    and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall
    be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


	10.	Survival;
    Severability


 


	 	10.1.	Survival.
    The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated
    hereby.


 


	 	10.2.	Severability.
    In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
    or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
    be effective if it materially changes the economic benefit of this Agreement to any party.


 


	11.	Headings.
    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
    this Agreement.


 






    	 



    	 



    

 


	12.	No
    Publicity; Disclosure. The Sponsor agrees that it will not, without the prior written consent of Investor, publicly disclose
    the name of Investor or any of its affiliates or investment advisors, other than as required by applicable law, rule or regulation,
    in which case Sponsor shall provide Investor with prior written notice of such disclosure. The Company shall, by 9:00 a.m., New York
    City time, on the first business day immediately following the date of this Agreement, issue one or more press releases or file with
    the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”)
    disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other
    material, nonpublic information that the Company has provided to Investor at any time prior to the filing of the Disclosure Document.
    The Disclosure Document shall also provide that until the earlier of (a) the consummation of OLIT’s initial business combination;
    (b) the liquidation of the Trust Account; and (c) 24 months from consummation of OLIT’s initial public offering, OLIT will
    maintain the investment of funds held in the Trust Account in interest-bearing United States government securities within the meaning
    of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
    funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company
    Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Such Disclosure Document shall further
    provide that OLIT will not utilize any funds from its Trust Account to pay any potential excise taxes that may become due upon a
    redemption of the Public Shares, including in connection with a liquidation of OLIT if it does not effect a business combination
    prior to its termination date. Upon the issuance of the Disclosure Document, to the Company’s knowledge, Investor shall not
    be in possession of any material, nonpublic information received from the Company or any of its officers, directors or employees.


 


	13.	Independent
    Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed
    to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership,
    an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way
    acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters,
    and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert
    any such claim, with respect to such obligations or the transactions contemplated by this Agreement.


 


	14.	Most
    Favored Nation. In the event the Sponsor enters one or more other non-redemption or forward share purchase agreements before
    or after the execution of this Agreement, the Sponsor represents that the terms of such other agreements are not materially more
    favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investor. In the event that another
    investor is afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform the Investor of such more
    favorable terms in writing, and the Investors shall have the right to elect to have such more favorable terms included herein, in
    which case the parties hereto shall promptly amend this Agreement to effect the same.


 






    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR
	 	 	 
	 	By:	            
	 	Name:
    	 
	 	Title:	 


 


[Signature
Page to Non-Redemption Agreement]


 


	






    	 



    	 



    

 


	 	SPONSOR:
	 	 
	 	OMNILIT
    SPONSOR, LLC
	 	 	 
	 	By:	 
	 	Name:
    	Al
    Kapoor
	 	Title:
    	Manager
	 	 
	 	OLIT:
	 	 
	 	OMNILIT
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Al
    Kapoor
	 	Title:
    	Chairman
    and Chief Executive Officer


 


[Signature
Page to Non-Redemption Agreement]


 






    	 



    	 



    

 


Exhibit
A


 


	Investor	 	Founder
    Shares to

    be Transferred /

    Economic Interest

    Assigned
	 	 	 
	Address:

    
	 	[—]1

	SSN/EIN:	 	 


 


1
NTD: Equal to 1 Founder Share for every 2.3 Investor Shares.


 






    	 



    	 



    

 


EXHIBIT
B


 


FORM
OF JOINDER


 


TO


 


LETTER
AGREEMENT


 


AND


 


REGISTRATION
RIGHTS AGREEMENT


 


______,
20_


 


Reference
is made to that certain               Agreement, dated as of                , 2022 (the “Agreement”), by and between                (“Investor”)
and OmniLit Sponsor, LLC (the “Sponsor”), pursuant to which Investor acquired securities of OmniLit Acquisition Corp.
(the “Company”) from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings
given to such terms in the Agreement.


 


By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated November 8, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”),
by and among the Company, the Sponsor, officers and directors of the Company, and the other stockholders of the Company signatory thereto,
solely with respect to Section 6 of the Letter Agreement, and shall be bound by, and entitled to the rights provided under, the terms
and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect to its Assigned Securities;
and (ii) shall become a party to that certain Registration Rights Agreement, dated November 8, 2021 (as it exists on the date of the
Agreement, the “Registration Rights Agreement”), by and among the Company, the Sponsor, and the other stockholders
of the Company signatory thereto, and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as
defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together
with any other equity security of the Company issued or issuable with respect to any such Assigned Securities by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable
Securities” thereunder.


 


For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other stockholders of the Company signatory thereto.


 


This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.


 






    	 



    	 



    

 


	 	INVESTOR
	 	 	 
	 	By:	               
	 	Name:
    	 
	 	Title:
    	 


 


	ACKNOWLEDGED
    AND AGREED:	 
	 	 
	OMNILIT
    ACQUISITION CORP.	 
	 	 	 
	By:	                          	 
	Name:
    	 	 
	Title: