Exhibit 10.7


 


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: up to $300,000	Dated as of January 24, 2021
	 	Boston, Massachusetts


 


Callodine
Acquisition Corporation, a Delaware corporation (the “Maker”), promises to pay to the order of Callodine Sponsor,
LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three
Hundred Thousand Dollars ($300,000) 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) May 31, 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 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 Three Hundred Thousand Dollars ($300,000) 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”).  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 Three Hundred Thousand Dollars ($300,000).  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.


 






    2


     


    

 


10.
Construction. THIS 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 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 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]


 




    3


     


    

 


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.


 


	 	Callodine Acquisition Corporation
	 	 
	 	By:	/s/ Austin McClintock
	 	 	Name:	Austin McClintock
	 	 	Title:	Chief Financial Officer, Vice President, Secretary & Treasurer


 


Signature
Page to Promissory Note


 


 


4