Exhibit
10.7


 


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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


Principal
Amount: Up to $6,223,000


 


Dated
as of October 18, 2021


New
York, New York


 


Enterprise
4.0 Technology Acquisition Corp., a Cayman Islands exempted company (“Maker”), promises to pay to the order of ENT4.0
Technology Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest or order (“Payee”),
the principal sum of up to Six Million Two Hundred and Twenty- Three Thousand Dollars ($6,223,000.00) in lawful money of the United States
of America, on the terms and conditions described below. All payments on this Note (unless the full principal is converted pursuant to
Section 16 below) shall be made by check or wire transfer of immediately available funds to such account as Payee may from time to time
designate by written notice in accordance with the provisions of this Note.


 


		1.	Repayment.
The principal balance of this Note shall be payable by Maker on the earlier of (such date, the “Maturity Date”),
(a) the date on which Maker consummates its initial business combination and (b) the date of the liquidation of Maker. The principal
balance may be prepaid at any time, at the election of Maker. 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.
                                            This Note shall be non-interest bearing.



 


		3.	Drawdown
                                            Requests. Maker and Payee agree that Maker may request Five Million Four Hundred Forty
                                            Thousand Dollars ($5,440,000.00) to fund the trust account established in connection with
                                            the Maker’s initial public offering (the “Trust Account”) to a value of
                                            $10.20 per public share sold in such initial public offering (the “Trust Account
                                            Funding Level”), on the date of the consummation of such offering, solely for deposit
                                            into the Trust Account. The remaining undrawn principal of this Note may be drawn down on
                                            the date of the consummation of the underwriter’s over-allotment option in connection
                                            with the IPO, solely for deposit into the Trust Account to ensure that the Trust Account
                                            Funding Level is maintained at $10.20 per share sold in the Maker’s initial public
                                            offering, in an amount proportionate to the exercise of such over-allotment option. Once
                                            an amount is drawn down under this Note, it shall not be available for future drawdown. No
                                            fees, payments or other amounts shall be due to Payee in connection with, or as a result
                                            of, any payments under this Note.



 


		4.	Application
                                            of Payments. All payments received by Payee pursuant to this Note shall be applied first
                                            to the payment in full of any costs incurred in the collection of any sum due under this
                                            Note, including (without limitation) reasonable attorney’s fees, and then 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) or 5(c) hereof, the unpaid principal balance of this Note, and
all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the
part of Payee.


 


7.
United States Tax Matters. The parties hereto hereby acknowledge and agree that, notwithstanding that the Note is titled as ”
Promissory Note,” for United States federal and state income tax purposes the Note is, and at all times has been, more properly
characterized as equity. Accordingly, except as otherwise required by a taxing authority following a good faith resolution of an audit,
the parties agree to treat the Note as equity for all United States federal and state income tax purposes, and further, for the avoidance
of doubt, the Maker hereby agrees that, with regard specifically to the rule set forth in Section 385 of the Internal Revenue Code of
1986, as amended, the Maker will treat the Note as equity as of the time of issuance. The parties shall prepare all required United States
federal and applicable state tax returns and reports consistent with the treatment described in this Section 7.


 


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 this 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 or personal property 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 and (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.


 






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11.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF
LAWS 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, 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 connection with Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the
initial business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust
Account.


 


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. 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, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms
of this Note.


 


16.
Conversion.


 


(a)
Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the
principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that
number of units, each unit consisting of one ordinary share of the Maker and one-half of a warrant, each warrant exercisable for one
ordinary share of the Maker (the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note
being converted pursuant to this Section 16, divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units
shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker’s initial
public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with
respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation,
consolidation or reorganization, shall be entitled to the registration rights set forth in Section 17 hereof.


 


(b)
Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed,
to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver
a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange
for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective
affiliates) (Payee or such other persons, the “Holders”) the Conversion Units, which shall bear such legends as are
required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities
laws.


 


(c)
The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units
upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion.


 




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(d)
The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


17.
Registration Rights.


 


(a)
Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, (the “Registration Rights
Agreement”). All capitalized terms used in this Section 17 shall have the same meanings ascribed to them in the Registration
Rights Agreement.


 


(b)
The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in the Registration
Rights Agreement.


 


(c)
The Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which
shall be subject to the same provisions as set forth in the Registration Rights Agreement; provided, however, that in the event that
an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders
shall not have any priority for inclusion in such Piggyback Registration.


 


(d)
Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth
in the Registration Rights Agreement.


 


[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.


 




	 	Enterprise
    4.0 Technology Acquisition Corp.
	 	 	 
	 	By:	/s/
    Eric Benhamou
	 	Name:	Eric Benhamou
	 	Title:  	Chief Executive
    Officer and Director




  


[Signature
Page to Promissory Note]