Exhibit 10.2


 


THIS AMENDED AND RESTATED PROMISSORY NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS AMENDED AND RESTATED
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.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount:  $150,000	 Dated as of February 12, 2021


 


WHEREAS, on July 2, 2020,
the undersigned Graf Acquisition Corp. II (formerly known as Graf Industrial Corp. II), a Delaware corporation (the “Maker”
or the “Company”), issued that certain Promissory Note (the “Original Promissory Note”) to Graf
Acquisition LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
 “Graf LLC”);


 


WHEREAS, Graf LLC and the
Maker desire to amend and restate in its entirety the Original Promissory Note on the terms and conditions provided in this note (the
 “Amended and Restated Note”); and


 


WHEREAS, pursuant to Section 14
of the Original Promissory Note, Graf LLC wishes to assign all of its rights, obligations and interests in the Original Note to Graf Acquisition
Partners LLC (the “Payee”) and the Company hereby acknowledges and agrees to such assignment.


 


NOW THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by each of the parties hereto, the parties agree as follows:


 


The Maker hereby promises
to pay to the order of the Payee, or order, the principal sum of One Hundred Fifty Thousand Dollars ($150,000) or such lesser amount as
shall have been advanced to Payee to Maker and shall remain unpaid under this Amended and Restated 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 Amended
and Restated 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 Amended and Restated
Note.


 


1.     Principal. The
entire unpaid principal balance of this Amended and Restated Note shall be payable on the earlier of: (i) June 30, 2021 or (ii) the
date on which Maker consummates an initial public offering of its securities (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 stockholder 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 Hundred Fifty Thousand Dollars ($150,000) in drawdowns under
this Amended and Restated Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering
of its securities (the “IPO”). Principal of this Amended and Restated 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. 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 Amended and Restated Note at any time
may not exceed One Hundred Fifty Thousand Dollars ($150,000). 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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
Amended and Restated Note to be due immediately and payable, whereupon the unpaid principal amount of this Amended and Restated 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) or 5(c), the unpaid principal balance of this Amended and Restated
Note, and all other sums payable with regard to this Amended and Restated 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 Amended and Restated Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Note 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 and (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
AMENDED AND RESTATED 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 Amended and Restated 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 to occur prior to the consummation 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.


 


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


 


		
    GRAF ACQUISITION CORP. II

    a Delaware corporation

	 	 	 
	 	By:	/s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: Chief Executive Officer


 


Acknowledged and agreed:


 


	
    GRAF ACQUISITION LLC

    a Delaware limited liability company
	 
	 	 	 
	By:	/s/ James A. Graf	 
	 	Name: James A. Graf	 
	 	Title: Sole Managing Member	 


 


[Signature Page to Amended and Restated
Promissory Note]