Exhibit 10.8


 


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 MAKER (AS DEFINED BELOW)
THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY NOTE


 


	Principal Amount:  Up to $200,000	
    Dated as of April 11,
    2022

    New York, New York



 


Glass
Houses Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the
order of Glass Houses Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
“Payee”), the principal sum of up to Two Hundred Thousand Dollars ($200,000) 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 principal balance of this Note
shall be payable by the Maker on the earlier of: (i) March 25, 2023 or (ii) the date on which Maker consummates a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (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.	Interest. No interest shall accrue on the unpaid
principal balance of this Note.



 


		3.	Drawdown Requests. Maker and Payee agree that
Maker may request up to Two Hundred Thousand Dollars ($200,000) for working capital expenses incurred by Maker. The 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 One Thousand Dollars
($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt
of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Two Hundred Thousand
Dollars ($200,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request
by Maker.



 


		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 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), 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 or 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 affecting Maker’s liability
hereunder.



 


		9.	Notices. All notices, statements or other documents
which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing or (ii) 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 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 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 (the “Trust Account”) containing the proceeds of Maker’s initial
public offering (the “IPO”) and certain of the proceeds of the sale of warrants issued in a private placement in connection
with the closing of the IPO, as described in greater detail in the registration statement and prospectus filed by Maker with the U.S.
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 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]


 




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IN
WITNESS WHEREOF, the 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.


 


	 	GLASS HOUSES ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Quincy Fennebresque
	 	Name: 	Quincy Fennebresque
	 	Title:	Chief Executive Officer



 


	ACCEPTED, ACKNOWLEDGED AND

 AGREED TO:	 
	GLASS HOUSES SPONSOR LLC	 
	 	 	 
	By:	/s/ Quincy Fennebresque	 
	Name: 	Quincy Fennebresque	 
	Title:	Chief Executive Officer	 



 


[Signature Page to Promissory Note]


 


 


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