Exhibit 10.14


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT
THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


BLUE WHALE ACQUISITION CORP I 

CONVERTIBLE PROMISSORY
NOTE


 


	Principal Amount: Up to $2,500,000	Dated as of February 16, 2022 
	(See Schedule A)	 


 


FOR VALUE RECEIVED and subject to the terms and
conditions set forth herein, Blue Whale Acquisition Corp I, a Cayman Islands exempted company (“Maker”), promises to
pay to Blue Whale Sponsor I LLC, a Cayman Islands limited liability (“Payee”), or order, the principal balance as set
forth on Schedule A hereto in lawful money of the United States of America, which schedule shall be updated from time to time by
the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time shall the aggregate of
all advances and readvances outstanding under this note exceed Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000). Any advance
hereunder shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note shall be
made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time
to time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. All unpaid principal under
this Note shall be due and payable in full on the earlier of: (i) the date by which Maker has to complete a merger, amalgamation, share
purchase, capital stock exchange, asset acquisition, reorganization or similar business combination with one or more businesses (a “Business
Combination”) pursuant to its Amended and Restated Bye-laws (as may be amended from time to time), and (ii) the effective date
of a Business Combination (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence
of an Event of Default (as defined below). Any outstanding principal under this Note may be prepaid at any time by Maker, at its election
and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section 5 below
upon notice of such prepayment. 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. Drawdown Requests. Maker
and Payee agree that Maker may request, from time to time, up to Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000) in
draw-downs under this Note to be used for working capital purposes. The principal of this Note may be drawn down from time to time
prior to the Maturity Date upon 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 Ten Thousand U.S. Dollars (U.S. $10,000) unless agreed
upon by Maker and Payee. 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 Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000). 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 occurrence of
any of 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 on 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 sixty (60) consecutive days.


 


6. Conversion


 


(a) Optional
Conversion. At the option of Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or
any portion thereof), up to Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000) in the aggregate, may be converted into
whole warrants to purchase Class A shares, par value $0.0001 per share (“Class A Shares”), of Maker at a
conversion price (the “Conversion Price”) per warrant (“Warrants”) equal to U.S.$2.00 per
Warrant. If Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to
the warrants issued to Payee in the private placement (the “Private Placement Warrants”) pursuant to that certain
Sponsor Warrants Purchase Agreement, dated August 3, 2021, between Maker and Payee, including that each Warrant will entitle the
holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to the same adjustments applicable to the
Private Placement Warrants. Before this Note may be converted under this Section 6(a), Payee shall surrender this Note, duly
endorsed, at the office of Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the
name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such
Warrants with Maker’s transfer agent); provided that such amount is no greater than Two Million Five Hundred Thousand
U.S. Dollars (U.S.$2,500,000). The conversion shall be deemed to have been made immediately prior to the close of business on the
date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated
for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a
restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A Shares
issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration
Rights Agreement, dated August 3, 2021, among Maker, Payee and the other parties thereto.


 






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(b) Remaining Principal. All accrued and
unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be subject to the
conditions of this Note.


 


(c) Fractional Warrants; Effect of Conversion.
No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to Payee upon conversion of this
Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant
not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section
6(c), this Note shall be cancelled and void without further action of Maker or Payee, and Maker shall be forever released from all its
obligations and liabilities under this Note.


 


7. 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.


 


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.


 






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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 THE STATE OF NEW YORK. Each party hereto submits to the exclusive jurisdiction of any New
York State or United States Federal court sitting in Borough of Manhattan in The City of New York (the “Specified Courts”)
over any suit, action or proceeding arising out of or relating to this letter agreement (the “Related Proceeding”).
Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court
has been brought in an inconvenient forum. To the extent that each party has or hereafter may acquire any immunity (on the grounds of
sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each party
irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each party
hereby irrevocably appoints Puglisi & Associates, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711, United States
of America, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding
may be made upon it at the office of such agent. Each party waives, to the fullest extent permitted by law, any other requirements of
or objections to personal jurisdiction with respect thereto. Each party represents and warrants that such agent has agreed to act as each
party’s agent for service of process, and each party agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect.


 


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, 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 established in which proceeds of Maker’s initial public offering (the “IPO”)
(including the deferred underwriting discounts and commissions) and proceeds of the sale of Private Placement Warrants were or will be
deposited, as described in greater detail in the registration statement on Form S-1 relating to the IPO filed by Maker with the 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.


 


14. 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.


 


15. Successors and Assigns. Subject to
the restrictions on transfer in Sections 16 and 17 below, the rights and obligations of Maker and Payee hereunder shall be binding upon
and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 




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16. Transfer of this Note or Securities Issuable
on Conversion. With respect to any sale or other disposition of this Note or securities into which this Note may be converted, Payee
shall give written notice to Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer
(as defined below), in which case the requirements in this clause (i) shall not apply, a written opinion (unless waived by Maker) reasonably
satisfactory to Maker in form and substance from counsel reasonably satisfactory to Maker to the effect that such sale or other distribution
may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed
by the desired transferee reasonably satisfactory to Maker in form and substance agreeing to be bound by the restrictions on transfer
contained herein. Upon receiving such written notice, reasonably satisfactory opinion (unless waived by Maker), or other evidence, and
such written acknowledgement, Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note
or such securities, all in accordance with the terms of the note delivered to Maker. If a determination has been made pursuant to this
Section 16 that the opinion of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not
reasonably satisfactory to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred
shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless
in the opinion of counsel for Maker such legend is not required in order to ensure compliance with the Securities Act. Maker may issue
stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note
shall be registered upon registration on the books maintained for such purpose by or on behalf of Maker. Prior to presentation of this
Note for registration of transfer, Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose
of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Maker
shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning
as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated December 2, 2021, among Maker,
Payee and the other parties thereto.


 


17. Acknowledgment. Payee is acquiring
this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof in violation of applicable securities laws. Payee understands that the acquisition of this Note involves substantial
risk. Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the
economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.


 


[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 by the undersigned as of the day and year first above written.


 


	 	Blue Whale Acquisition Corp I
	 	 	 	 
	 	By:	/s/ Maxime Franzetti
	 	 	Name:	Maxime Franzetti
	 	 	Title:	Chief Executive Officer


 


Acknowledged and agreed as of the day and year
first above written.


 


	Blue Whale Sponsor I LLC	 
	 	 	 
	By:	/s/ Kevin Kokko	 
	 	Name:	Kevin Kokko	 
	 	Title:	Manager	 


 


[Signature Page to Promissory Note]


 




     


     


    


 


SCHEDULE A


 


Subject to the terms and conditions set forth
in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and
shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 


	Date	Drawing	Interest Earned	Principal Balance
	2/22/2022	$2,500,000	$0.00	$2,500,000