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 $750,000	Dated as of May 24, 2022



(as set forth on the Schedule of Borrowings
attached hereto)


 


Pathfinder Acquisition Corporation,
a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Pathfinder
Acquisition LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
the principal sum of up to Seven Hundred and Fifty Thousand Dollars ($750,000) (as set forth on the Schedule of Borrowings attached hereto)
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 that certain Promissory Note, dated July 15, 2021, issued by Maker in favor of Payee, in the original aggregate principal
amount of $500,000 (the “Original Note”). As a replacement for the Original Note and as evidence of Maker’s existing
obligations under the Original Note, this Note evidences a continuing pre-existing debt and is not intended, and shall not be deemed or
construed, to constitute a novation of the Original Note or the debt evidenced by the Original Note. Neither the delivery of this Note
to Payee nor Payee’s cancellation and surrender of the Original Note shall constitute a payment or discharge of such debt to the
extent evidenced by the Original Note. From and after the execution and delivery of this Note, the remaining indebtedness previously evidenced
by the Original Note shall be evidenced by and payable in accordance with the terms of this Note, and the Original Note is amended, restated
and replaced in its entirety.


 


1.
Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) February 19, 2023
or (ii) the date on which Maker consummates the initial business combination (the “Maturity Date”). 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 Seven Hundred and Fifty Thousand Dollars ($750,000)
for working capital expenses incurred by Maker. 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 One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall
fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum
amount of drawdowns collectively under this Note is Seven Hundred and Fifty Thousand Dollars ($750,000). No fees, payments or other amounts
shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


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 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 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) 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, 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 affecting Maker’s liability hereunder.


 






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9.
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in
writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing and (ii) 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 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 NEW YORK, 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 containing the proceeds of the
Maker’s initial public offering (the “IPO”) and certain of the proceeds of the sale of the warrants issued in
a private placement in connection with the IPO, as described in greater detail in the registration statement and prospectus filed by Maker
with the Securities and Exchange Commission, 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.


 


	 	Pathfinder Acquisition Corporation
	 	a Cayman Islands exempted company
	 	 	 	 
	 	By:	/s/ Lance Taylor
	 	 	Name: 	Lance Taylor
	 	 	Title:	Chief Financial Officer



 


IN WITNESS WHEREOF, Payee, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the date and year first above written.


 





	 	Pathfinder Acquisition LLC
	 	A Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Lance Taylor
	 	 	Name: 	Lance Taylor
	 	 	Title:	Chief Financial Officer


 





 




     


     


    


 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in this Promissory
Note have been made:


 


	
    Date
    of Increase or

 Decrease
	 	
    Amount of
    decrease in 

Principal Amount of this 

Promissory Note
	 	
    Amount of
    increase in 

Principal Amount of this 

Promissory Note
	 	
    Principal
    Amount of this Promissory Note following such decrease or increase