Exhibit 10.1


 


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: Up to $600,000	 	Dated as of April 14, 2022



 

This Amended and Restated Promissory Note amends, restates and supersedes
in its entirety the Promissory Note dated August 24, 2020 (as may be amended from time to time), issued by Pine Island Acquisition Corp.,
a Delaware corporation (“Maker”), to Pine Island Sponsor LLC, a Delaware limited liability company, or its registered
assigns or successors in interest (collectively, “Payee”).


 


Maker promises to pay to the order of Payee, or order, the principal
sum of Six Hundred Thousand Dollars ($600,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid
under this Note on the Maturity Date (as defined below) 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
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.
The entire unpaid principal balance of this Note shall be due and payable on the earlier of: (i) November 19, 2022 and (ii) the date on
which Maker consummates 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). The principal balance may be prepaid at any time by Maker, at its election
and without penalty. 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 Six Hundred Thousand Dollars ($600,000) in drawdowns under this
Note to be used to fund Maker’s working capital requirements. 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 Dollars ($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 Six Hundred Thousand Dollars ($600,000). 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 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.        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.


 


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, 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 by such party, (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.


 


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, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from Maker’s trust account containing the proceeds of Maker’s initial public offering of its
securities (the “IPO”) (including the deferred underwriting discounts and commissions) and proceeds of the sale of
Maker’s warrants issued in a private placement in connection with the consummation of the IPO, 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.


 


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.


 


[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.


 


	 	PINE ISLAND ACQUISITION CORP.
	 	 
	 	By:	/s/ Charles Bridge
	 	Name:	Charles Bridge
	 	Title:	Chief Financial Officer and Secretary
	 	 
	PINE ISLAND SPONSOR LLC	 
	 	 	 	 
	By:	/s/ Philip Cooper	 
	Name:	 Philip Cooper	 
	Title:	 Manager	 






 


[Signature Page to Amended and Restated Promissory
Note]