Exhibit
10.1


 


DEBT
FORGIVENESS AGREEMENT


 


This
Debt Forgiveness Agreement (this “Agreement”) is executed by Craig Technical Consulting, Inc., a Delaware corporation
(the “Lender”), and Sidus Space, Inc., a Delaware corporation (the “Company”), effective as of
June 3, 2022.


 


W
I T N E S S E T H


 


WHEREAS,
on May 1, 2021, the Company delivered a Promissory Note to the Lender in the initial principal amount of $4 million, in exchange for
a loan from Lender of such amount which was later reduced through partial forgiveness and repayment to approximately $1.624 million including
interest as of the date hereof (the “Promissory Note”);


 


WHEREAS,
the entire principal amount of the Promissory Note and all accrued interest thereon remains outstanding as of the date hereof; and


 


WHEREAS,
the Lender hereby agrees to terminate and discharge the Company from its obligations under the Promissory Note, subject to the terms
and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


	1.	Forgiveness
    of Indebtedness and Termination of Promissory Note. The Lender hereby forgives the entire unpaid principal amount of the Promissory
    Note and any accrued interest thereon owed by the Company to the Lender and hereby agrees that the Promissory Note shall be null
    and void and that neither the Company nor Lender shall have any further rights or obligations thereunder.
	 	 
	2.	Wavier
    of Notice. The Lender hereby waives (i) any notice requirement in connection with the termination of the Promissory Note, and
    (ii) any prohibition on the prepayment of the Promissory Note.
	 	 
	3.	Release.
    The Lender, on behalf of itself and its agents, heirs, legal representatives, successors and assigns and any other person who may
    claim through such persons, hereby irrevocably, unconditionally and completely release, acquits and forever discharges the Company,
    its affiliates, successors, stockholders and past, present and future assigns, directors, officers, agents, attorneys and representatives
    and affiliates of any such persons (the “Released Persons”) from any Claim, and hereby irrevocably, unconditionally
    and completely waives and relinquishes each and every Claim that the Lender may have had in the past, may now have or may in the
    future have against any of the Released Persons, directly or indirectly relating to or directly or indirectly arising out of the
    Promissory Note, except for any Claims that cannot be released as a matter of law. For purposes of this Agreement, the term “Claim”
    means all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes
    of action of every kind and nature in connection with the Promissory Note, including, without limitation, any unknown, unsuspected
    or undisclosed claim.
	 	 
	4.	Entire
    Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof
    and supersedes any and all prior agreements, representations, understandings and arrangements, whether written or oral.
	 	 
	5.	Governing
    Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State
    of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of
    law principles of such state.
	 	 
	6.	Counterparts.
    This Agreement may be executed and delivered by each party hereto in separate counterparts (including by means of facsimile, “pdf”
    or equivalent format), each of which when so executed and delivered shall be deemed an original and which taken together shall constitute
    one and the same agreement.


 


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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.


 





	 	LENDER:
	 	 	 
	 	Craig Technical Consulting, Inc., a Delaware corporation
	 	 	 
	 	 	/s/ Carol M. Craig
	 	Name:	Carol M. Craig
	 	Title:	CEO


  


	 	COMPANY:
	 	 
	 	Sidus
    Space, Inc., a Delaware corporation
	 	 	 
	 	By:	/s/
    Teresa Burchfield
	 	Name:	Teresa
    Burchfield
	 	Title:	CFO


 




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