Exhibit 10.1


 


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 $500,000	Dated
                                            as of November 11, 2021

    New
    York, New York



 


IG
Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of IG Sponsor LLC or its
designees, registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to Five Hundred Thousand Dollars ($500,000) in lawful money of the United States of America, on the
terms and conditions described below.  All payments on this Note (unless the full principal is converted pursuant to Section
15 below) 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 earlier of: (i) October 5, 2022 or (ii) the date on which Maker consummates
its initial business combination (the “Business Combination”). The principal balance may be prepaid at any time,
at the election of the Maker, without premium or penalty. 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.  The principal of this Note may be drawn down from time to time prior to the earlier of: (i) October 5, 2022 or (ii)
the date on which Maker consummates a Business Combination, 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 Five Hundred Thousand Dollars ($500,000).
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. Notwithstanding the foregoing,
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 attorneys’ fees, and then to the reduction of the unpaid principal balance 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.


 


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, 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 established in connection
with the Maker’s initial public offering (the “IPO”), and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever; provided, however, that
upon the consummation of the Business Combination, Maker shall repay the principal balance of this Note out of the proceeds released
to Maker from the trust account after payment to holders of the Maker’s public shares. The foregoing shall bind any permitted
assignee or transferee of this Note.


 


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.


 


15.  Conversion.


 


(a) Notwithstanding
anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the principal balance
of this Note, Payee may elect to convert up to Five Hundred Thousand Dollars ($500,000) of the unpaid principal balance of this Note
into that number of warrants, each warrant exercisable for one-half of one share of Class A common stock of the Maker upon the consummation
of an initial business combination (the “Conversion Warrants”), equal to: (x) the portion of the principal
amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, rounded up to the nearest whole number of warrants.
The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation
of the IPO. The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect
to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation,
consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. 


 


(b) Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted
portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker
or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new
duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange
for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective
affiliates) (Payee or such other persons, the “Holders”) the Conversion Warrants, which shall bear such legends as
are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities
laws. 


 


(c) The
Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion. 


 


(d) The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law. 


 






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16.  Registration
Rights.


 


(a) Reference
is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of September 30, 2020 (the “Registration
Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration
Rights Agreement.


 


(b) The
Holders shall be entitled to one Demand Registration with respect to the Conversion Warrants, which shall be subject to the same provisions
as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c) The
Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event
that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the
Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(c) Except
as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the
Registration Rights Agreement.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, the parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	IG
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Christian Goode
	 	 	Name: 	 Christian Goode 
	 	 	Title:	Chief
Executive Officer 


 


 


 


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