Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE 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 $2,000,000	Dated as of January 11, 2021


 


Longview Acquisition
Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Longview
Investors LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Two Million Dollars ($2,000,000) 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. Except for the optional conversions described below in Section 15, 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. Certain
terms used herein but not defined herein shall have the meaning given to such terms in the Business Combination Agreement, dated
as of November 19, 2020, by and among Maker, Clay Merger Sub, Inc. and Butterfly Network, Inc. (the “Business Combination
Agreement”).


 


1. Principal. The
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) January 11, 2022 or (ii) the date on which
Maker consummates its Business Combination (such earlier date of (i) and (ii), the “Maturity Date”). 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. Drawdown Requests.
Maker and Payee agree that Maker may request, from time to time, up to Two Million Dollars ($2,000,000) in drawdowns under this
Note to be used for costs and expenses related to Maker’s working capital needs prior to the consummation of the Business
Combination. Principal of this Note may be drawn down from time to time prior to the Maturity Date 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 in writing 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 Dollars ($2,000,000). 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.
Interest shall accrue from the date of this Note on any and all then-outstanding principal balance of this Note at a rate equal
to 6.00% per annum, compounded annually and computed on the basis of the 360-day year of twelve 30-day months. In the event of
termination of the Business Combination Agreement pursuant to Section 7.1 of the Business Combination Agreement, interest shall
accrue at a rate equal to 12.00% per annum, compounded annually and computed on the basis of the 360-day year of twelve 30-day
months.


 


4. Application
of Payments. All payments (or conversions into warrants, as applicable) 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, then to accrued interest then due and payable 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 or issue warrants pursuant to Section 15 hereof, if so elected by Payee.


 


(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), 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 Agreement 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.


 






     


     


    

 


10. Construction.
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.


 


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, 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 if the Maker
completes a Business Combination, the Maker shall repay the principal balance of this Note, which may be out of the proceeds released
to the Maker from the Trust Account.


 


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.


 


15. Optional Conversion
Into Warrants.


 


(a) In the event of
termination of the Business Combination Agreement pursuant to Section 7.1 of the Business Combination Agreement, at the Payee’s
option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert up to Two Million
Dollars ($2,000,000) of this Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the
portion of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $1.50, rounded down to
the nearest whole number. Each Conversion Warrant shall have the same terms and conditions as the warrants included in the units
issued by the Maker pursuant to a private placement to Payee, as described in Maker’s Registration Statement on Form S-1
(333-237960), including the transfer restrictions applicable thereto. The Conversion Warrants, the shares of Common Stock underlying
the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization
(the “Warrant Shares”), shall be entitled to the registration rights set forth in that certain registration
rights agreement between the Maker and the parties thereto.


 


(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) the Payee shall surrender and deliver this Note, duly endorsed,
to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly
deliver a new duly executed Note to the 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, within five (5) business days following receipt
by Maker of Payee’s election to convert this Note pursuant to this Section 15, deliver to Payee the Conversion Warrants,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the
Payee and applicable state and federal securities laws.


 


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


 


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


 


[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.


 


	 	LONGVIEW ACQUISITION CORP.,


a Delaware corporation



	 	 	 	 
	 	By: 	/s/ Mark Horowitz	 
	 	 	Name: 	Mark Horowitz	 
	 	 	Title:	Chief Financial Officer	 


 


 


Accepted and agreed this 11th day of January, 2021


 


	LONGVIEW INVESTORS LLC,


a Delaware limited liability company



	 	 	 
	By: 	/s/ Larry Robbins	 
	 	Name: 	Larry Robbins	 
	 	Title:	Managing Member	 


 


 


 


[Signature Page to Promissory Note]