EX-10.1





 Exhibit 10.1 

THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “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 MAKER (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED. 
 AMENDED AND RESTATED
PROMISSORY NOTE 
 Principal Amount: up to $300,000 
 (as
set forth on the Schedule of Borrowings attached hereto) 
 Dated as of May 20, 2021 

C5 Acquisition Corporation, a Delaware corporation and blank check company (“Maker”), previously entered into a
Promissory Note dated as of May 20, 2021 (the “Original Promissory Note”) with C5 Sponsor LLC, a Delaware limited liability company (the “Payee”). The Maker and Payee wish to amend and restate the
Original Promissory Note in its entirety to reflect a change in the date upon which the principal balance of the Original Promissory Note is payable by Maker. 

Maker promises to pay to the order of Payee, or its registered assigns or successors in interest, or order, the principal sum of up to Three
Hundred Thousand U.S. Dollars ($300,000) (as set forth on the Schedule of Borrowings attached hereto) 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 Maker to such account as 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 Maker on the earlier of
(i) December 31, 2021 and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. Under no circumstances shall any
individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of 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 Three Hundred Thousand U.S. Dollars
($300,000) 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 31, 2021 and (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 One Thousand U.S. 












 
Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand U.S. Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request
by Maker. 
 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 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 (an “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. 

(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 sixty (60) consecutive
days. 
 6.    Remedies. 

(a)    Upon the occurrence of an Event of Default specified in Section 5(a), Payee may, by
written notice to Maker, declare this Note to be immediately due and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, 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. 

  
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 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 this 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, on 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 (i) waives all notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (ii) 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, (iii) 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 (iv) 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 (i) in writing and delivered 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 and (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 THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 
 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. 

  
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 12.    Trust Waiver. Notwithstanding anything herein to the
contrary, 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 conducted by Maker
(including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation 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 Maker and 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. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the date first written above. 
  

			
	C5 ACQUISITION CORPORATION
		
	By:	 	 /s/ Michael Parker

		 	Name: Michael Parker
		 	Title: Chief Financial Officer


 [Signature Page to Promissory Note—C5 Acquisition Corporation] 












 SCHEDULE OF BORROWINGS 

The following increases or decreases in this Promissory Note have been made: 
  

							
	 Date of Increase or
Decrease
	  	 Amount of decrease
in Principal
Amount of
this
Promissory Note
	  	 Amount of increase
in Principal
Amount of
this
Promissory Note
	  	 Principal Amount
of this Promissory
Note
following
such decrease or
increase