Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE
AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.


 


SILVERSPAC
INC.


PROMISSORY NOTE


 


	Principal Amount: Up to $250,000	Dated as of November 8, 2022


(See Schedule A)


 


FOR VALUE RECEIVED and subject to
the terms and conditions set forth herein, SILVERspac Inc., a Cayman Islands exempted company (“Maker”), promises to
pay to SILVERspac Sponsor LLC, a Delaware limited liability company (“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 Two-Hundred and Fifty Thousand U.S. Dollars (U.S.$250,000). Any advance
hereunder shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as 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) the date by which Maker
has to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses (a “Business Combination”) pursuant to its Amended and Restated Memorandum and Articles of
Association (as may be amended from time to time), and (ii) the effective date of a Business Combination (such earlier date of (i)
and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below).
Any outstanding principal under this Note may be prepaid at any time by 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. Drawdown Requests. Maker and Payee agree that Maker may
request, from time to time, up to Two-Hundred and Fifty Thousand U.S. Dollars (U.S.$250,000) in draw downs under this Note to be
used for working capital purposes. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon
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 U.S. Dollars (U.S. $10,000) unless agreed upon 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 Two-Hundred and Fifty Thousand U.S.
Dollars (U.S.$250,000). 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 occurrence of any of 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 on the Maturity Date.


 


(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 sixty (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.


 




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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: (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.


 


10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


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, 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 Maker’s initial public offering (the “IPO”)
(including the deferred underwriting discounts and commissions) and proceeds of the sale of Private Placement Warrants were or will be
deposited, as described in greater detail in the registration statement on Form S-1 relating to the IPO filed by Maker with the Securities
and Exchange Commission, 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 Maker and Payee.


 


14. Successors
and Assigns. Subject to the restrictions on transfer in Sections 16 and 17 below, the rights and obligations of Maker and 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.


 






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15. Transfer of this Note. With respect
to any sale or other disposition of this Note, Payee shall give written notice to Maker prior thereto, describing briefly the manner
thereof, together with (i) except for a Permitted Transfer (as defined below), in which case the requirements in this clause (i)
shall not apply, a written opinion (unless waived by Maker) reasonably satisfactory to Maker in form and substance from counsel
reasonably satisfactory to Maker to the effect that such sale or other distribution may be effected without registration or
qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee
reasonably satisfactory to Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon
receiving such written notice, reasonably satisfactory opinion (unless waived by Maker), or other evidence, and such written
acknowledgement, Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note, all in
accordance with the terms of the note delivered to Maker. If a determination has been made pursuant to this Section 16 that the
opinion of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably
satisfactory to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in
the opinion of counsel for Maker such legend is not required in order to ensure compliance with the Securities Act. Maker may issue
stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this
Note shall be registered upon registration on the books maintained for such purpose by or on behalf of Maker. Prior to presentation
of this Note for registration of transfer, Maker shall treat the registered holder hereof as the owner and holder of this Note for
the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be
overdue and Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall
have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated
the date hereof, among Maker, Payee and the other parties thereto.


 


16. Acknowledgment.
Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable securities laws. Payee understands that the acquisition of this
Note involves substantial risk. Payee has experience as an investor in securities of companies and acknowledges that it is able to fend
for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection
with this investment.


 


[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.


 


	 	SILVERSPAC INC.
	 	 	 
	 	By:	/s/ Tal Kerret
	 	 	Name:  	Tal Kerret
	 	 	Title: 	President


 


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


 


	SILVERSPAC
    SPONSOR LLC	 
	 	 	 
	By:	/s/
    Charlie Federman	 
		Name:  	Charlie Federman	 
	 	Title: 	Authorized Representative	 


 


[Signature Page to Promissory Note]


 




     


     


    

 


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