1. Definitions. The following definitions shall apply for all purposes of this
Note:
Business Combination means a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination, involving the Maker and one or more businesses.
Claim has the meaning set forth
in Section 15 hereof.
Conversion Price has the meaning set forth in Section 7 hereof.
Event of Default has the meaning set forth in Section 6 hereof.
IPO means the Makers initial public offering of units that closed on December 17, 2021.
Letter Agreement means the Letter Agreement dated December 14, 2021, among the Maker, Payee and the other
parties thereto.
Maker has the meaning set forth in the recitals hereof.
Maturity Date means the earlier of the (i) date on which the Business Combination is consummated and
(ii) the date of the Companys liquidation.
Note means this Promissory Note.
Outstanding Amount means, as of any given date, the sum of the then-outstanding principal amount of, plus any
accrued but unpaid interest on, this Note.
Payee has the meaning set forth in the recitals hereof.
Permitted Transfer means, with respect to a proposed transfer of this Note, any transfer to a Permitted
Transferee as defined in paragraph 9 of the Letter Agreement.
Private Placement Warrants means the
private warrants of the Maker sold in a private placement which closed concurrently with Makers IPO.
Trust Extension
Loans has the meaning set forth in Section 2 hereof.
Trust Extension Outstanding
Amount has the meaning set forth in Section 7(d) hereof.
Warrants has the meaning set forth
in Section 7 hereof.
Working Capital Loans has the meaning set forth in Section 2 hereof.
Working Capital Outstanding Amount has the meaning set forth in Section 7(c) hereof.
2. Principal. If this Note has not been previously converted (as provided in Section 7 below), then on the Maturity Date, all
unpaid principal and interest under this Note shall be due and payable in full, unless accelerated upon the occurrence of an Event of Default (as defined below). Maker and Payee agree that Payee may provide, from time to time, up to $5,000,000 in
advances under this note to be used for (i) the Makers working capital purposes (such loans being Working Capital Loans) and/or (ii) funding the Makers trust account for purposes of extending the deadline by
which Maker must complete a Business Combination (such loans being Trust Extension Loans), as evidenced on Schedule A hereto.
3. Interest. Interest shall accrue from the date of this Note on any and all then-outstanding principal balance of this Note at
a rate equal to ten percent (10.00%) per annum, compounded annually.
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