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 $1,500,000.00April 6,
2022


 


Evo Acquisition Corp., a Delaware
corporation (“Maker”), promises to pay to the order of Evo Sponsor LLC or its registered assigns or successors in interest
or order (“Payee”), the principal sum of up to One Million Five Hundred Thousand Dollars ($1,500,000.00) in lawful money of
the United States of America, on the terms and conditions described below. All payments on this Note (unless the full principal is converted
pursuant to Section 15 below) shall be made by check or wire transfer of immediately available funds to such account as Payee may from
time to time designate by written notice in accordance with the provisions of this Note.


 


1.     
Repayment. The principal balance of this Note shall be payable on the date on which Maker consummates its initial business
combination (such date, the “Maturity Date”). The principal balance may not be prepaid without Payee’s written consent.


 


2.     
Interest. This Note shall be non-interest bearing.


 


3.     
Drawdown Requests. Payee, in its sole and absolute discretion, may fund up to One Million Five Hundred Thousand Dollars ($1,500,000.00)
for operational expenses and costs reasonably related to Maker’s consummation of an initial business combination. The principal
of this Note may be drawn down from time to time until the date on which Maker consummates its initial business combination, upon written
request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and
must be in multiples of not less than Two Hundred Fifty Thousand Dollars ($250,000) unless agreed upon by Maker and Payee. Payee, in its
sole discretion, shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note shall not exceed One Million Five Hundred Thousand Dollars
($1,500,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid.
Except as set forth herein, no fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
Request by Maker.


 


4.     
Application of Payments. All payments received by Payee pursuant to this Note shall be applied first to the payment in full
of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees,
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 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 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 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) and 5(c) hereof, the unpaid principal balance of this Note and all other amounts payable hereunder,
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 this 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 or personal property 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 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 NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT
OF LAWS 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, Payee hereby waives any claim in or to any distribution of or
from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering (the “IPO”),
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account for any reason
whatsoever; provided, however, that on the Maturity Date, Maker shall repay the principal balance of this Note out of the proceeds released
to Maker from the Trust Account.


 


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.  
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; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms
of this Note.


 


15.  
Conversion.


 


(a) At Payee’s option, at
any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal
balance of this Note into warrants exercisable for shares of Maker’s common stock (“Working Capital Warrants”) at the
price of $1.00 per Working Capital Warrant. The Working Capital Warrants will be identical to the private placement warrants issued by
Maker to Payee pursuant to the Private Placement Warrants Purchase Agreement dated February 8, 2021, including as to exercise price, exercisability
and exercise period.


 


(b) Upon any complete or partial
conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note
shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address
which Maker shall designate against delivery of the Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note
to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion
of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee
or such other persons, the “Holders”) the Working Capital Warrants, which shall bear such legends as are required, in the
opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.


 


(c) The Holders shall pay any
and all issue and other taxes that may be payable with respect to any issue or delivery of the Working Capital Warrants upon conversion
of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any
transfer requested by the Holders in connection with any such conversion.


 


(d) The Working Capital Warrants
shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.






     


     


    




 


16.  
Registration Rights.


 


(a) Reference is made to that
certain Registration Rights Agreement between Maker and the parties thereto, dated as of February 8, 2022 (the “Registration Rights
Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights
Agreement.


 


(b) The Holders shall be entitled
to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c) The Holders shall also be
entitled to include shares issuable pursuant to the exercise of the Working Capital Warrants in Piggyback Registrations, which shall be
subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event
that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the
Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d) Except as set forth above,
the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement.


 


 


 


[Signature Page Follows]






     


     


    

 


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.


 


 


 


EVO ACQUISITION CORP.


 


 


 


By: /s/ Richard Chisholm


Richard Chisholm


Chief Executive Officer