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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $600,000	Dated as of December 30, 2020




New York, New York


 


Churchill Capital Corp VII, a Delaware
corporation and blank check company (the “Maker”), promises to pay to
the order of Churchill Sponsor VII LLC or its registered assigns or successors in interest (the “Payee”), or
order, the principal sum of up to Six Hundred Thousand Dollars ($600,000) 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.


 


1.                   Principal. The
principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2021 or (ii) the date on
which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time.
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. No
interest shall accrue on the unpaid principal balance of this Note.


 


3.                   Drawdown
Requests. Maker and Payee agree that Maker may request up to Six Hundred Thousand Dollars ($600,000) for costs
reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down
from time to time prior to the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates an initial
public offering of its securities, upon written 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 five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of
drawdowns collectively under this Note is Six Hundred Thousand Dollars ($600,000). Once an amount is drawn down under
this Note, it shall not be available for future Drawdown Requests even if  prepaid. No fees, payments or other amounts
shall be due to Payee in connection with, or as a  result of, any Drawdown Request by Maker.


 






    


     


    

 


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 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 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) and 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 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.


 






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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 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.


 


10.             
Construction. THIS NOTE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, 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, 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 to be established in which the proceeds of the initial
public offering (the “IPO”) to be conducted by the Maker (including the
deferred underwriters
discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private
placement to occur prior to the closing of the IPO are to be deposited, as described in greater
detail in the registration statement and prospectus to be 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.


 






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13.             
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.


 


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]


 






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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.


 


	 	CHURCHILL CAPITAL CORP VII
	 	 	 
	 	By:	
        /s/ Jay Taragin

	 	Name:	Jay Taragin
	 	Title:	
        Chief Financial Officer



 


Accepted and agreed this 30th day of December,
2020


 


CHURCHILL SPONSOR VII LLC


 


	By:	
        /s/ Jay Taragin
	 
	Name:	Jay Taragin	 
	Title:	
        Authorized Person
	 


 






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