Exhibit 10.5


 


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 





	Principal Amount: Up to $200,000	Dated as of June 11, 2021
	 	New York, New York



 





 


Mana Capital Acquisition
Corp., a Delaware corporation (the “Maker”),
promises to pay to the order of Mana Capital LLC or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to Two Hundred Thousand Dollars ($200,000) in lawful money of the United States of America, on the terms
and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as
otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the
provisions of this Note.


 


1.
Principal. The principal balance of this Note shall be payable by the Maker on
the later of (i) December 11, 2021 in case an initial public offering of the Maker’s securities (the “IPO”) cannot
be successfully consummated or (ii) the date on which Maker consummates a business combination in the case of a successful IPO. At the
option of the Payee, this Note may also be converted into up to 200,000 warrants for $1.00 per warrant (the “Working Capital Warrants”),
each Working Capital Warrant entitling Payee to purchase one share of the common stock of the Maker for $11.50 per share. 


Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3.
Drawdown Requests. Maker and Payee agree that Maker may request up to Two Hundred Thousand Dollars ($200,000) for costs reasonably
related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior
to the earlier of (i) December 11, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities, upon
written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be
drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund
each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount
of drawdowns collectively under this Note is Two Hundred Thousand Dollars ($200,000). Once an amount is drawn down under this Note, it
shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker. It is acknowledged that the Company may have received amounts in respect of drawdowns
under this Note prior to the date hereof, and it is agreed that all such sums were received as drawdowns of principal hereunder in anticipation
of the execution of this Note.


 


4. Application
of Payments. All payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the
payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


5. Events of Default.
The following shall constitute an event of default (“Event
of Default”):


 


(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount
due pursuant to this Note within five (5) business days of the date specified above.


 


(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for
any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally
to pay its debts as such debts become due, or the taking of corporate action by Maker


in furtherance of any of the foregoing.


 


 






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(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.


 


6. Remedies.


 


(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee
may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,
and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


 


(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c),
the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become
due and payable, in all cases without any action on the part of Payee.


 


7. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.


 


8. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without
regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or
five (5) days after mailing if sent by mail.


 


10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


 






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11. Severability.
Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver.
Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which the proceeds of the IPO to be conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private
placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and
prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement,payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.
Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14.
Assignment. No assignment
or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed as deed by the undersigned on the day and year
first above written.


 


MANA CAPITAL ACQUISITION CORP.


 


 


By: /s/ Jonathan Intrater


Name: Jonathan Intrater


Title: Chief Executive Officer


 


 


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