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: Up to $1,000,000	Dated as of March 29, 2021


 


Group Nine
Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Group
Nine SPAC LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of One Million Dollars ($1,000,000) 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 promissory note (this “Note”) shall be made by check or wire transfer
of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note, subject to the rights of Payee specified in Section 7 hereof.


 


1.  
Principal. The entire unpaid principal balance of this Note shall be payable on the date (the “Maturity Date”)
of the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands
that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except
to the extent that the Maker has funds available to it outside of its trust account established in connection with its IPO (as defined
herein). 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. 
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Dollars ($1,000,000)
in drawdowns under this Note to be used for costs and expenses related to Maker’s initial public offering of its securities (the
 “IPO”) and continued working capital expenditures. 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”). 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 in writing
by Maker and Payee. 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 Dollars ($1,000,000).
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. No interest shall accrue on 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.


 


(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 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.    Conversion. Upon
consummation of a Business Combination, the Payee may elect to convert all or any portion of the unpaid principal balance of this
Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Maker (the
 “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The Working
Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement of the Maker’s
initial public offering. 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 Working Capital
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 or their designees) the Working Capital 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.


 


8.  
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.


 


9. 
 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.


 


10. 
Notices. All notices, statements or other documents which are required or contemplated by this Agreement 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 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.


 






     


     


    




 


11.   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.


 


12.  
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.


 


13. 
 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 (including the deferred underwriters
discounts and commissions) described in greater detail in the registration statement and prospectus tfiled 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 related to this Note.


 


14. 
   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.


 


15.    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]


 




     


     


    


 


 


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.


 


 


	 	GROUP NINE ACQUISITION CORP.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Sean
    Macnew
	 	 	Name: Sean Macnew
	 	 	Title: Chief Financial Officer


 


 


Accepted and agreed this 29th day of March, 2021


  


	GROUP NINE SPAC LLC,	 
	a Delaware limited liability company	 
	 	 	 
	 	 	 
	By:	/s/ Sean
    Macnew	 
	 	Name: Sean Macnew	 
	 	Title: Chief Financial Officer	 








 






    [Signature Page to Promissory Note]