Exhibit 10.1


 


AMENDMENT NO. 1 TO PROMISSOY NOTE


 


This Amendment No. 1 (this
“Amendment”) to the Promissory Note (the “Promissory Note”), dated as of June 17, 2021, by and between
TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Maker”), and TCW Asset Management Company LLC,
a Delaware limited liability company (the “Payee”), is entered into as of October 4, 2022, by and between the Maker
and the Payee (each a “Party”, and together, the “Parties”).


 


WHEREAS, the Parties desire
to amend the Promissory Note pursuant to Section 14 thereof on the terms set forth below.


 


NOW THEREFORE, in consideration
of the covenants contained herein and in the Promissory Note, the Parties hereby agree as follows:


 


Article
I

DEFINITIONS


 


Section 1.1 Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Promissory Note.


 


Article
II

AMENDMENTS


 


Section 2.1 Principal
Amount.


 


(a) The
“Principal Amount” set forth at the top of the Promissory Note is hereby changed from “Up to $2,000,000.00” to
read as “Up to $2,500,000.00”.


 


(b) Each
instance in the Promissory Note of the words “two million dollars ($2,000,000.00)” or “two million ($2,000,000.00)”
(or any correlative or similar phrasing) is hereby replaced by the words “two million five hundred thousand dollars ($2,500,000.00)”.


 


Section 2.2 Optional
Conversion. Section 4(a) of the Promissory Note is hereby amended and restated in its entirety to read as follows:


 


Upon consummation of
the Business Combination and at the Payee’s option, the Payee may elect, by written notice to the Maker, to convert all or any portion
of the Note (in an amount not to exceed $2,000,000.00 in the aggregate) into that number of warrants (the “Conversion Warrants”)
to purchase a number of shares of common stock, par value $0.0001, of the Maker equal to: (i) the portion of the principal amount of the
Note being converted pursuant to this Section 4, divided by (ii) $1.50. The Conversion Warrants shall be identical to the warrants issued
by the Maker to TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”), in a private
placement upon the consummation of Maker’s initial public offering (the “IPO”). The Conversion Warrants 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 registration rights on the same terms as the registration rights set forth in that certain Registration Rights Agreement,
dated as of March 1, 2021, by and among the Maker, the Sponsor and the other parties thereto.








 


Article
III


MISCELLANEOUS


 


Section 3.1 Sections 10,
11, 12, 13, 14 and 15 of the Promissory Note are incorporated by reference herein and shall apply to this Amendment mutatis mutandis.


 


Section 3.2 This Amendment
may be executed in counterparts, each of which is deemed an original, but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed
counterpart of this Amendment.


 


Section 3.3 Except as expressly
set forth herein, all terms, conditions and provisions of the Promissory Note remain unmodified and shall continue in full force and effect.


 


Section 3.4 This Amendment
constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all
prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject
matter.


 


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IN WITNESS WHEREOF, the Maker and the Payee
have entered into this Amendment effective as of the date set forth above.


 





	 	TCW SPECIAL PURPOSE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Joseph Shaposhnik 
	 	 	Name: 	Joseph Shaposhnik
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	TCW ASSET MANAGEMENT COMPANY LLC
	 	 	 
	 	By:	/s/ Richard Villa 
	 	 	Name: 	Richard Villa
	 	 	Title: 	Chief Financial Officer
	 	 	 
	 	By:	/s/ Kevin Finch 
	 	 	Name:	 Kevin Finch
	 	 	Title: 	Senior Vice President





 


[Signature Page – Promissory Note Amendment
No. 1]