Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “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 $300,000	Dated as of September 11, 2020


 


FOR VALUE RECEIVED and subject to the terms
and conditions set forth herein, Acceleration Acquisition Corporation, a Delaware corporation (“Maker”), promises
to pay to AAC Management LLC, a Delaware limited liability company (“Payee”), or order, the principal sum of
Three Hundred Thousand Dollars ($300,000) 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. All payments on this Note shall be made by check or wire transfer of immediately available funds or
as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with
the provisions of this Note.


 


1. Principal. The entire unpaid principal
balance of this Note shall be due and payable in full on the earlier of: (i) June 30, 2021, and (ii) the date on which
Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time
by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


2. Drawdown Requests. Maker and Payee
agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in draw downs under this Note
to be used for costs and expenses related to Maker’s proposed initial public offering of its securities (the “IPO”),
including its formation. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon 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 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 Three Hundred Thousand Dollars ($300,000).
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. No interest shall accrue
on the unpaid principal balance of this Note.


 


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 on 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 sixty (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 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 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.


 






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9. 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 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 (including .pdf), 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 mail, 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 NEW YORK.


 


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, 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 proceeds of the IPO (including the deferred underwriting
discounts and commissions) and proceeds of the sale of the warrants issued in a private placement to occur in connection with 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.


 


13. 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.


 


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.


 


	 	ACCELERATION ACQUISITION CORPORATION
	 	 
	 	By:	/s/ John Delaney
	 	 	Name:  John Delaney
	 	 	Title:    Chief Executive Officer


 


Agreed and Acknowledged:


 


AAC MANAGEMENT LLC


 


	By:	/s/ John Delaney	 
	 	Name:  John Delaney	 
	 	Title:   Authorized Signatory	 


 


[Signature Page to Promissory Note]