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.  


 


AMENDED AND
RESTATED PROMISSORY NOTE


 


	Principal Amount:  Up to 300,000	
        Effective as of
        October 20, 2020

        New York, New York             



 


Blue
Water Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay
to the order of Joseph Hernandez or his registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars $300,000 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. This Note hereby amends and restates the promissory
note, dated June 30, 2020.


 


1.
Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) March 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 Three Hundred Thousand Dollars $300,000 for
costs reasonably related to Maker’s initial public offering of its securities, (which amount shall include the $92,000
funded to date by the Payee or its affiliates). The principal of this Note may be drawn down from time to time prior to the
earlier of: (i) March 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 Three Hundred Thousand Dollars
$300,000. 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. Notwithstanding the foregoing, 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, and then to the
reduction of 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 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.


 


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.


 






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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.


 


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.


 


	 	BLUE WATER ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Joseph Hernandez 
	 	 	Name: Joseph Hernandez
	 	 	Title:   Chairman and Chief Executive Officer