Exhibit 10.1


 





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	 	As of February 19, 2021


 


Alexandria Agtech/Climate Innovation Acquisition Corp., a Delaware
corporation (“Maker”), promises to pay to the order of AACE, LLC, a Delaware limited liability company, or its successors
or assigns (“Payee”) the principal sum of Three Hundred Thousand Dollars and No Cents ($300,000), in such amounts as
requested by Maker, in lawful money of the United States of America, on the terms and conditions described below. Payee can assign
this Note and its rights and obligations to any affiliate of Payee in Payee’s discretion.


 


1.    Principal
and Drawdowns. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably
related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time
up until the full amount has been drawn. The principal outstanding balance of this Note shall be repayable on the earlier of (i) December 31,
2021, (ii) the date on which Maker consummates an initial public offering of its securities (“IPO”) or (iii) the
date on which Maker determines to not proceed with such IPO. The principal balance of this Note may be prepaid at any time. 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 attorneys’ 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 following shall constitute as an event of default (“Event of Default”):


 


(a)  Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following
the date when due.


 


(b)  Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter
amended, or any other applicable federal or state 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 the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
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.


 


5.    Remedies.


 


(a)  Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note
to be due and payable, whereupon the 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) and 4(c), the unpaid principal balance of, 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.


 


6.    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.


 


7.    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 them or affecting their liability hereunder.


 






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8.    Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party
may designate by notice in accordance with this Section:





 





If to Maker:


 


Alexandria Agtech/Climate Innovation Acquisition Corp.





c/o Alexandria Real Estate Equities, Inc.





26 North Euclid Avenue





Pasadena, CA 91101


 


If to Payee:


 


AACE, LLC





c/o Alexandria Real Estate Equities, Inc.





26 North Euclid Avenue





Pasadena, CA 91101


 


Notice shall be deemed given on the earlier of (i) actual
receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which
an e-mail transmission was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery
service.


 


9.    Construction.
This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of
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, 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 to be conducted by Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of
the warrants to be issued in a private placement to occur prior to the closing 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.


 


12.  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.


 






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13.  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]


 






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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed the day and year first above written.


 


 


	 	Alexandria Agtech/Climate Innovation Acquisition Corp.
	 	 
	 	 
	 	By:	/s/ Joel S. Marcus
	 	Name:	Joel S. Marcus
	 	Title:	Director


 


 


Accepted and agreed this 19th day of February 2021 by


 


 


	aace, llc.	 
	By: Alexandria Real Estate Equities, Inc., its sole Member	           
	 	 
	By:	/s/ Joel S. Marcus	 
	Name:	Joel S. Marcus	 
	Title:	Executive Chairman, Alexandria Real Estate Equities, Inc.	 



 











[Signature Page to Promissory Note]