Exhibit 10.12


 


CONFIDENTIAL


 


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.


 


NEXTGEN ACQUISITION CORPORATION

PROMISSORY NOTE


	Principal Amount: Not to Exceed U.S.$1,000,000.00

                                            (See Schedule A)
	Dated as of March 29, 2021





FOR VALUE RECEIVED
and subject to the terms and conditions set forth herein, NextGen Acquisition Corporation, a Cayman Islands exempted company (the
“Maker”), promises to pay to NextGen Sponsor LLC, a Cayman Islands limited liability company (the
“Payee”), or order, the principal balance as set forth on Schedule A hereto in lawful money of the United
States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances
outstanding under this Note; provided that at no time shall the aggregate of all advances and readvances outstanding under
this Note exceed one million U.S. Dollars (U.S. $1,000,000.00).  Any advance hereunder shall be made by the Payee upon
a request of the Maker and shall be set forth on Schedule A; which Schedule A reflects outstanding advances
made by the Payee on behalf of the Maker as of the date hereof. 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. All
unpaid principal under this Note shall be due and payable in full on the earlier of (i) October 9, 2022 and (ii) the
effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Maker and one or more businesses or entities (such earlier date, the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under
this Note may be prepaid at any time by the Maker, at its election and without penalty. 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.       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.


4.       Events
of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):


(a)       Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified in Section 1 above.


(b)       Voluntary
Bankruptcy, Etc. The commencement by the 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 the 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 the Maker generally to pay its debts as such
debts become due, or the taking of corporate action by the 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 the
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 the 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.






     


     


    

 


5.       Remedies.


(a)       Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the 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 4(b) or 4(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 the Payee.


6.       Waivers. The
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
the Payee under the terms of this Note, and all benefits that might accrue to the 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 the 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 the Payee.


7.       Unconditional
Liability. The 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 the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by the 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 the Maker or affecting the Maker’s liability hereunder.


8.       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 electronic transmission, or (ii) by electronic
mail, in each case, to the address or electronic mail address (as applicable) most recently provided to such party or such other
address or electronic mail address (as applicable) as may be specified 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 electronic transmission, one (1) business day after delivery to an overnight
courier service or five (5) days after mailing if sent by registered mail.


9.       Construction. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WITHIN THE STATE OF NEW YORK.


10.       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.


11.       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 which proceeds
of the Maker’s initial public offering of its securities (the “IPO”) (including the deferred underwriters
discounts and commissions) and proceeds of the sale of the warrants issued by the Maker in a private placement that occurred in
connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with
the Securities and Exchange Commission in connection with the IPO on October 7, 2020, 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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12.       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.


13.       Successors
and Assigns.  Subject to Section 14 below, the rights and obligations of the Maker and the Payee hereunder shall
be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of
law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


14.       Transfer
of this Note.  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.       Acknowledgment.
The Maker acknowledges that there is no amount outstanding under this Note as of the date hereof.


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the 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. 


	 	NEXTGEN ACQUISITION CORPORATION
	 	 
	 	By: 	/s/ Patrick T. Ford
	 	 	Name: Patrick T. Ford
Title:   Chief Financial Officer and Secretary






Acknowledged and agreed as of the day
and year first above written.





	NEXTGEN SPONSOR LLC	 
	 	 
	By: 	/s/ George N. Mattson	 
	 	Name:George N. Mattson
Title:  Manager
and President	 


 






    [Signature Page to Promissory Note –
NextGen Acquisition Corporation]




     


    




SCHEDULE A


 


Subject to the terms and conditions set forth
in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below
and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 


	Date	Drawing	Interest Earned	Principal Balance