Exhibit 10.13

  

  

  THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “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.

  

  

  AMENDED AND RESTATED PROMISSORY NOTE

   

  

  	
          Principal Amount: $500,000

        	
          
            Dated as of April 12, 2022

          

        


   

  

  
    Disruptive Acquisition Corporation I, a Cayman Islands exempted
      company and blank check company (the “Maker”), promises to pay to the order of DTA Master, LLC, a Delaware limited-liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of FIVE HUNDRED THOUSAND U.S. dollars ($500,000) 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.

     

    

  

  
    This Note is executed and delivered by the Maker to amend and restate in its entirety that certain note, dated as of November 15, 2021 in the original
      principal amount of up to two hundred fifty thousand dollars ($250,000), executed and delivered by Maker and payable to the order of the Payee (the “Original

        Note”), to memorialize the amendment to the principal amount. The execution or delivery of this Note does not constitute a payment of any part of the indebtedness evidenced in the Original Note.

     

  

  1. Principal. The principal balance of this Note shall be payable on the earlier of: (i) twenty-four (24) months from the closing of the initial public offering (or such later date as may
    be extended in accordance with the terms of the Maker’s memorandum and articles of association) or (ii) the date on which Maker consummates a business combination. The principal balance may be prepaid at any time.

  

  

  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 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.

  

  

  4. [Reserved.]

  

  

  5. [Reserved.]

  

  

  6. 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 sixty (60) consecutive days.

    

  

  7. Remedies.

  

  

  (a) Upon the occurrence of an Event of Default specified in Section 6(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 6(b) and 6(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.

  

  

  
    
      


  

  8. 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.

  

  

  9. 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.

  

  

  10. 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.

  

  

  11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

  

  

  12. 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.

    

  

  13. 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 in which the proceeds of the
    initial public offering (the “IPO”) conducted
    by the Maker (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred in connection with the IPO were deposited, as described in greater detail in the
    registration statement and prospectus 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.

  

  

  14. 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.

  

  

  15. 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]

  

  

  
    
      


  

  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.

  

  

  	 	
          DISRUPTIVE ACQUISITION CORPORATION I

        
	 	
          a Cayman Islands exempted company

        
	 	 	 
	 	
          By:

        	
          
            /s/ Phillip C. Caputo

          

        
	 	 	
          Name:

        	
          Phillip C. Caputo

        
	 	 	
          Title:

        	
          Chief Financial Officer

        


  

  

  	 	
          DTA MASTER, LLC

        
	 	
          a Delaware limited-liability company

        
	 	 	 
	 	
          By:

        	
          
            /s/ Phillip C. Caputo

          

        
	 	 	
          Name:

        	
          Phillip C. Caputo

        
	 	 	
          Title:

        	
          Chief Financial Officer

        


  

  

  [Signature Page Follows]