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 MAKER THAT SUCH REGISTRATION
IS NOT REQUIRED.  


 


PROMISSORY
NOTE


 


	 	 Dated as
    of April 21, 2022
	 	 
	Principal Amount: $167,954.68	New York, New York


 


 


Archimedes
Tech SPAC Partners Co., a Delaware corporation (“Maker”), promises to pay to the order of SPAC Partners LLC
or its registered assigns or successors in interest (“Payee”) the principal sum of One Hundred Sixty-Seven Nine
Hundred Fifty-Four Dollars and Sixty-Eight Cents ($167,954.68) 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, without
setoff or counterclaim, to such account as Payee may from time to time designate by written notice in accordance with the provisions
of this Note.


 


1.      Maturity. Subject
to Section 1(b), the principal balance of this Note shall be due and payable by Maker upon the closing of a Repayment Trigger Event,
as such term is defined below (the “Maturity Date”). The principal balance may be prepaid in whole or in part at any
time and from time to time prior to the Maturity Date without premium or penalty upon written notice by Maker to Payee.


 


(a)
A “Repayment Trigger Event” means the consummation of the Business Combination as defined in the Certificate of Incorporation
of Maker, as amended (the “COI”).


 


Maker
shall provide Payee at least 10 days’ prior notice of any Repayment Trigger Event and to the extent applicable a copy of the material
terms of the Business Combination. Under no circumstances shall any individual, including but not limited to, any officer, director,
employee or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


(b)        
Form of Repayment. All amounts due under this Note shall be repaid in cash. In the event that a Business Combination has not been
consummated prior to the Termination Date (as defined in the COI), no payment shall be due hereunder and the principal balance of this
Note shall be forgiven.


 


2.      Interest. This
Note will be non-interest bearing and unsecured.


 


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 attorneys’ fees, and then to the reduction of the unpaid principal balance
of this Note.


 


4.    Use
of Proceeds. On the date of this Note, Payee shall remit the full principal amount to Maker in accordance with the wiring instructions
attached here to as Exhibit A. Maker hereby represents, warrants and covenants to Payee that the entire principal amount will
be used by Maker solely for purposes of paying certain franchise taxes owed by the Maker to the State of Delaware.


 


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 any principal amount due pursuant to this Note within five (5) business days of
the Maturity Date.


 


(b)     Breach
of Use of Proceeds. Failure by Maker to comply with the provisions of Section 4 of this Note. 


 






    


     


    

 


(c)    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.


 


 


(d)      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) or Section 5(b) 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(c) and 5(d), 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.    Enforcement
Costs. In case any principal of on this Note is not paid when due, Maker shall be liable for all costs of enforcement and collection
of this Note incurred by Payee and any other Holders (as defined below), including but not limited to, reasonable attorneys’ fees
and expenses.  


 


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 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.


 


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. Any failure of Payee to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter. Payee
may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import
or other conditions, without waiving any of its rights.


 






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10.      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, (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. As of the date of this Note, the following addresses are designated for notices:
(a) if to Maker, Archimedes Tech SPAC Partners Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703, Attn: Long Long, email: long@spacpartners.com;
(b) if to Payee, SPAC Partners LLC, 2093 Philadelphia Pike #1968, Claymont, DE 19703, Attn: Stephen N. Cannon, email: steve@spacpartners.com.


 


11.      Construction;
Governing Law; Venue; Waiver of Jury Trial; Etc.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND
OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS NOTE AGAINST MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. MAKER WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO MAKER AT ITS ADDRESS
SET FORTH IN SECTION 10 OR TO ANY OTHER ADDRESS AS MAY APPEAR IN PAYEE’S OR SUCH OTHER HOLDER’S RECORDS AS THE ADDRESS OF
MAKER. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, PAYEE AND MAKER WAIVE TRIAL BY JURY, AND EACH OF
MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED
ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.


 


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, but subject to the following sentence of this Section 13, 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”) established in which the proceeds of the initial public offering (the “IPO”)
conducted by Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the units issued
in a private placement that occurred prior to the closing of the IPO were deposited, as described in greater detail in Maker’s
Registration Statements on Form S-1 (File No. 333-254114 and 333-253108) filed with the Securities and Exchange Commission in connection
with the IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, Payee does not waive any Claims and
does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for distributions
of remaining funds released to Maker from the Trust Account following redemptions or other distributions to Maker’s public stockholders.


 


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.     Assignment. This
Note binds and is for the benefit of the successors and permitted assigns of Maker and Payee. 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, that (i) upon the announcement
of a Business Combination or occurrence and during the continuation of an Event of Default, Payee shall have the right to assign this
Note in its discretion without the consent of Maker and (ii) Payee shall be permitted to collaterally assign its respective rights under
this Note to any lender or lenders providing financing to Payee.


 


[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. 


 


	 	Archimedes Tech SPAC Partners Co.
	 	
	 	 
	 	By:	/s/ Long Long
	 	 	Name: 	Long Long 
	 	 	Title:	Chief Financial Officer 


 




    


     


    

 


EXHIBIT
A


 


Payment
Instructions