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: $300,000	 	Dated as of December 5, 2020

New York, New York


Osiris Acquisition Corp., a Delaware corporation
and blank check company (the “Maker”), promises to pay to the order of Osiris Sponsor, LLC or its registered
assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand
Dollars ($300,000) 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 earlier of: (i) June 30, 2021
or (ii) the date on which Maker consummates an initial public offering of its securities. 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.           
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 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) June 30, 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 Three Hundred Thousand Dollars ($300,000).
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.


 






     


     


    

 


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
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.


 






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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.


 


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 initial public offering (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.


 






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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.


 


[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 day and year first above written.


 


	 	OSIRIS ACQUISITION CORP.
	 	 
	 	By:  	 /s/ Benjamin E. Black
	 	 	Name: Benjamin E. Black
	 	 	Title: Chief Executive Officer




 


Accepted and agreed this 5th day
of December, 2020


 


	OSIRIS SPONSOR, LLC
	 
	By: Fortinbras Enterprises LP, its sole member
	 
	By:  	/s/ Benjamin E. Black	 
	Name: Benjamin E. Black
	Title: Managing Partner



 






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DRAWDOWN REQUEST





 


___________, 2020


 


OSIRIS SPONSOR, LLC, as Payee under
that

 certain Promissory Note referred to below


95 5th Avenue


New York, NY 10003


 


Ladies and Gentlemen:


 


The undersigned (the
 “Maker”), refers to the Promissory Note, dated as of [_], 2020 (as amended, restated, modified and/or supplemented
from time to time, the “Promissory Note”), made by the Maker in favor of Osiris Sponsor LLC, and hereby gives
you notice, irrevocably, pursuant to Section 3 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 ___________, 2020.


 


(ii)      The
aggregate principal amount of the Borrowing is $______, which shall have been paid by the Payee on behalf of the Maker to a service
provider to the Maker as compensation for services provided by such service provider to the Maker.


 


(iii)      The
proceeds from the Borrowing will be used as set forth in Section 3 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,
	 	 
	 	OSIRIS ACQUISITION CORP.
	 	 
	 	By:   	                        
	 	 	Name:
	 	 	Title: