Exhibit 10.1


 


THIS AMENDED
AND RESTATED 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	
    Dated as of May 20, 2022

    New York, New York



 


Nubia
Brand International Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order
of Mach FM Acquisitions LLC, or its 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 amends and restates in its entirety the Promissory Note of the Maker, dated July 27, 2021, in the principal sum of Three Hundred
Thousand Dollars ($300,000), previously issued by the Maker to the Payee.


 


1. Principal. The
principal balance of this Note shall be due and payable by the Maker upon the closing of a Repayment/Conversion Trigger Event, as such
term is defined below (the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity
Date without penalty upon written notice by the Maker to the Payee. 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.


 


		(a)	Each of the following shall constitute a “Repayment/Conversion
Trigger Event”:


 


		(i)	the closing of a merger, consolidation or other business combination
pursuant to which the Maker acquires an entity for its initial business combination (a “DeSPAC Transaction”);
or


 


		(ii)	subject to the terms below, the liquidation of the Maker on
or before the 12 month anniversary of the Maker’s initial public offering (the “IPO”) (or up to the 18 month
anniversary of the IPO if the Maker extends the period of time to consummate a business combination), or such later liquidation date
as may be approved by Maker’s stockholders (a “Liquidation”), that occurs while the Note is outstanding
or any time thereafter prior to the repayment of the Note.


 


Maker shall provide Payee
at least ten (10) calendar days’ prior written notice of any Repayment/Conversion Trigger Event, and to the extent applicable, a
copy of the material terms and conditions of the DeSPAC Transaction.


 


		(b)	Form of Repayment. In the event of a Liquidation,
all amounts due under this Note shall be repaid in cash. In the event of a DeSPAC Transaction, the Note may be repaid, at the Payee’s
discretion, (i) in cash or (ii) in Conversion Warrants (as defined below), pursuant to Section 15 herein. Absent reasonable prior written
notice by Payee to convert into Conversion Warrants pursuant to Section 15 herein, the Note shall become due and payable in cash at the
closing of such DeSPAC Transaction.


 


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
IPO. The 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 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 (including, but not limited to, by way of the
issuance of Conversion Warrants in accordance with the terms of this Note) 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.


 






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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.


 


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 established for the benefit of the Maker’s stockholders in which the proceeds
of the IPO (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private
placement which occurred concurrently with the closing of the IPO were deposited, as described in greater detail in the final 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.


 


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. Conversion.



 


		(a)	Notwithstanding anything contained in this Note to the contrary,
upon receiving due notification by Maker of a DeSPAC Transaction, Payee may elect to convert the unpaid principal balance under this
Note into that number of warrants, each warrant being identical to the private warrants issued in the IPO (the “Conversion Warrants”),
the total Conversion Warrants so issued shall be equal to: (x) the portion of the principal amount of this Note being converted pursuant
to this Section 15, divided by (y) the conversion price of One Dollar ($1.00), rounded up to the nearest whole number of warrants. The
Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation of the
Maker’s 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 the registration rights set forth in Section 16 hereof.


 






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	 	(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) 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 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, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons, are known herein as the “Holder” or “Holders”) the Conversion Warrants, which shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.
	 	 	 
	 	(c)	The Holders 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 Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.


 


16. Registration Rights.



 


		(a)	Reference is made to that certain Registration Rights Agreement
between the Maker and the parties thereto, dated as of March 10, 2022 (the “Registration Rights Agreement”). All capitalized
terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement. The Conversion Warrants
shall constitute Working Capital Warrants under the Registration Rights Agreement.


 


		(b)	The Holders of the Conversion Warrants and their underlying
securities shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of
the Registration Rights Agreement.


 


		(c)	The Holders shall also be entitled to include the Conversion
Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section
2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises the
Maker that the Maximum Number of Securities (as defined in the Registration Rights Agreement) has been exceeded with respect to a Piggyback
Registration, the Holders shall not have any priority over the holders of any other Registrable Securities for inclusion in such Piggyback
Registration.


 


		(d)	Except as set forth above, the Holders and the Maker, as
applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement.


 


[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.


 


	 	NUBIA BRAND INTERNATIONAL CORP.
	 	 	 
	 	
    By:
	/s/ Jaymes Winters
	 	 	Name: 	Jaymes Winters
	 	 	Title:	Chief Executive Officer


 


 


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