Exhibit 10.1


 


THIS 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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $1,500,000	 	Dated as of October 20, 2020



 

Apollo Strategic Growth Capital, a Cayman
Islands exempted company, incorporated with limited liability (the “Maker”), promises to pay to the order of
APSG Sponsor, L.P., a Cayman Islands limited partnership, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or such lesser amount as shall have been
advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) 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. At the election of the Payee, the principal amount
of this Note may be converted into private placement warrants of the Maker, with such terms as are described in the prospectus
included in the registration statement on Form S-1 (Reg. No. 333-248847) filed by the Maker with the Securities and Exchange Commission
and declared effective on October 1, 2020 (the “Registration Statement”) at a price of $1.50 per warrant. Maker
and Payee are entering into this Note in connection with the Maker’s ongoing working capital needs.


 


1. Principal. The entire unpaid principal
balance of this Note shall be payable on the earlier of: (i) the date on which Maker consummates an initial business combination
or (ii) the liquidation of the Maker in accordance with its amended and restated memorandum and articles of association (such earlier
date, the “Maturity Date”). 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 the Maker, be obligated personally for
any obligations or liabilities of the Maker hereunder.


 



     


     


    




2


 


2. Drawdown Requests. Maker and
Payee agree that Maker may request, from time to time, up to One Million Five Hundred Thousand Dollars ($1,500,000) in draw
downs under this Note to be used for costs and expenses related to Maker’s initial public offering of its securities
(the “IPO”), operating expenses or initial business combination. Principal of this Note may be drawn down
from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
Request”), provided that each such Drawdown Request is duly authorized by an executive officer of Maker. Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000).
Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed One Million Five Hundred
Thousand Dollars ($1,500,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.


 


3. Interest. Interest shall accrue
on the unpaid principal balance of this Note at a rate of 0.14% per annum.1


 


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, then to accrued interest thereon
to the date of such payment 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 and accrued interest due pursuant to this Note within five (5) business days of the
Maturity Date.


 


(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 60 consecutive days.


 





 



1
Reflects short-term AFR for Oct. 2020.


 



     


     


    




3


 


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 interest and 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) or 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, 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
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 Agreement shall be in writing and delivered (i) personally or sent
by first class registered or certified mail, overnight courier service, (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 day of 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.


 



     


     


    




4


 


10. Construction. THIS NOTE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS 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.


 


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 conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private
placement that occurred prior to the consummation of the IPO were deposited, as described in greater detail in the Registration
Statement, 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, Payee and APSG Sponsor,
L.P.


 


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]


 



     


     


    




5


 


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


 


		APOLLO STRATEGIC GROWTH CAPITAL
	 	 
	 	By:	/s/ James Crossen
	 	 	Name: James Crossen
	 	 	Title: Chief Financial Officer



 


Accepted and agreed this 20th day of October, 2020


 


APSG SPONSOR, L.P.  


 


By: AP Caps II Holdings GP, LLC, its general partner


 


By: Apollo Principal Holdings III, L.P., its managing member


 


By: Apollo Principal Holdings III GP, Ltd., its general partner


 





	By:	/s/ Laurie Medley	 
	Name: 	Laurie D. Medley	 
	Title: 	Vice President



 






     


     


    




 


DRAWDOWN
REQUEST


 


Dated: October __, 2020


 


APSG Sponsor, L.P., as Payee under
that

certain Promissory Note referred to below


9 West 57th Street, 43rd Floor

New York, NY 10019


 


Ladies and Gentlemen:


 


The undersigned (the
 “Maker”), refers to the Promissory Note, dated as of October __, 2020 (as amended, restated, modified and/or
supplemented from time to time, the “Promissory Note”), made by the Maker in favor of APSG Sponsor, L.P., and
hereby gives you notice, irrevocably, pursuant to Section 9 of the Promissory Note, that the undersigned hereby requests a
drawdown under the Promissory Note, and in that connection sets forth below the information relating to such borrowing (the “Borrowing”):


 


(i)       The
business day of the Borrowing is October __, 2020.


 


(ii)      The
aggregate principal amount of the Borrowing is $1,500,000.00.


 


(iii)     The
proceeds from the Borrowing will be used as set forth in Section 2 of the Promissory Note.


 


The undersigned certifies
that no Event of Default (as defined in the Promissory Note) has occurred and is continuing, or would result from such Borrowing
or from the application of the proceeds thereof.


 


IN WITNESS WHEREOF, the undersigned hereby
has executed this Drawdown Request as of the date first written above.


 


	 	Very truly yours,
	 
	 	APOLLO STRATEGIC GROWTH CAPITAL
	 
	 	By:	 
	 	 	Name: James Crossen
	 	 	Title: Chief Financial Officer