EX-10.1




 Exhibit 10.1 

PROMISSORY NOTE 
  

			
	$158,481.23	  	As of May 17, 2022

 Executive Network Partnering Corporation, a Delaware corporation (the “Maker”), promises to
pay to the order of ENPC Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, the “Payee”), the principal sum of ONE HUNDRED FIFTY EIGHT THOUSAND FOUR HUNDRED EIGHTY ONE AND 23/100 DOLLARS
($158,481.23) in lawful money of the United States of America, on the terms and conditions of this Promissory Note, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time,
this “Note”). 
 1. Principal. The principal balance of this Note shall be repayable on the consummation of the
Maker’s merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses or entities (a “Partnering Transaction”). Payee understands
that if a Partnering Transaction is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection
with its initial public offering. 
 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

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, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

4. 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 of this Note within
five (5) business days following the date when due. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state 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 the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state 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 sixty (60) consecutive days. 
 5. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be
due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, 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 4(b) and 4(c), the
unpaid principal balance of, 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. 

6. Conversion. Upon consummation of a Partnering Transaction, the Payee shall have the option, but not the obligation, to convert the
principal balance of this Note, in whole or in part at the option of the Payee, into Working Capital CAPSTM (as defined in that certain Warrant Agreement, dated September 15, 2020, by and
between the Maker and Continental Stock Transfer & Trust Company, as warrant agent), at a price of $10.00 per Working Capital CAPSTM. As promptly after notice by Payee to Maker to
convert the principal balance of this Note, which must be made at least twenty-four (24) hours prior to the consummation of the Partnering Transaction, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have
issued and delivered to Payee, without any charge to Payee, a CAPSTM certificate or certificates (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the
books and records of the Maker, for the number of CAPSTM of Maker issuable upon the conversion of this Note. 

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
agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. 

9. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,
(ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by
e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: 

If to Maker: 
 Executive Network
Partnering Corporation 
 137 Newbury Street, 7th Floor 

Boston, MA 02116 
 Attention: Alex
Dunn 
 If to Payee: 
 ENPC
Holdings, LLC 
 137 Newbury Street, 7th floor 

Boston, MA 02116 
 Attention: Alex
Dunn 

  
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 Notice shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e- mail transmission was received by the receiving party’s
on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. 

10. 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 established in which proceeds of the Makers initial public offering of securities
(“IPO”) (including the deferred underwriters discounts and commissions) and proceeds of the sale of the CAPSTM issued in a private placement which
occurred in connection with the consummation of the IPO are deposited, as described in greater detail in the registration statement and prospectus 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. 
 11.
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York. 

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. 
 [Remainder of Page Intentionally Left Blank] 

 

  
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 IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Financial Officer the day and year first above written. 
  

			
	EXECUTIVE NETWORK PARTNERING CORPORATION
	
	 /s/ Alex Dunn

	Name:	 	Alex Dunn
	Title:	 	Chief Executive Officer and Chief Financial Officer


  

	
	Agreed and Acknowledged:
	
	ENPC HOLDINGS, LLC
	
	 /s/ Alex Dunn

	Name: Alex Dunn
	Title: President

 [Signature Page to Promissory Note]