Exhibit
10.12


 


THIS
AMENDED AND RESTATED 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.


 


AMENDED
AND RESTATED PROMISSORY NOTE


 


	Principal Amount: $500,000	 Dated as of October 21, 2022 



 


WHEREAS,
on August 20, 2021, the Maker (as defined herein) issued that certain Promissory Note (the “Original Promissory
Note”), amended as of December 15, 2021 (the “December 15, 2021 Amended and Restated Promissory Note”)
and as of June 27, 2022 (the “June 27, 2022 Amended and Restated Promissory Note”, to the Payee (as defined
herein) or its registered assigns or successors in interest; and


 


WHEREAS,
the Maker and Payee desire to amend and restate in their entirety the Original Promissory Note, the December 15, 2021 Amended and Restated
Promissory Note, and June 27, 2022 Amended and Restated Promissory Note on the terms and conditions provided in this note (the “Amended
and Restated Promissory Note”).


 


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:


 


TMT
Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Maker”), promises to pay to the
order of 2TM Holding LP, a Delaware limited partnership, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Five Hundred Thousand Dollars ($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.


 


1.
Principal. The entire unpaid principal balance of Note shall be payable on the earlier of: (i) March 31, 2023, 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 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 Five Hundred Thousand Dollars
($500,000) in draw downs under this 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 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). 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 Five Hundred Thousand Dollars ($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. 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.
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: (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 NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF STATE 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 units 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 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.


 




    	 



     


    

 


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.


 


	 	TMT
    Acquisition Corp.
	 	 
	 	By:
	 
	 	Name:	Dajiang
    Guo
	 	Title:	Chief
    Executive Officer





 


[Signature
Page to Promissory Note]