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.


PROMISSORY NOTE


	Principal Amount: Up to $2,000,000	September 8, 2021


 


Simon Property Group Acquisition Holdings, Inc.,
a Delaware corporation (“Maker”), promises to pay to the order of SPG Sponsor, LLC, or its registered assigns
or successors in interest or order (“Payee”), the principal sum of up to Two Million Dollars ($2,000,000) in
lawful money of the United States of America, on the terms and conditions described below.


All payments on this Note (unless the full principal
is converted pursuant to Section 15 below) shall be made by check or wire transfer of immediately available funds to such account as Payee
may from time to time designate by written notice in accordance with the provisions of this Note.


		1.	Repayment. The principal balance of this Note shall be payable on the earliest to occur of (i)
the date on which Maker consummates its initial business combination and (ii) the date that the winding up of Maker is effective (such
date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker.



		2.	Interest. This Note shall be non-interest bearing.



		3.	Drawdown Requests. Payee, in its sole and absolute discretion, may fund up to Two Million Dollars
($2,000,000) for working capital expenditures prior to Maker’s consummation of an initial business combination. The principal of
this Note may be drawn down from time to time until the date on which Maker consummates its initial business combination, upon written
request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be
drawn down, and must be in multiples of not less than Fifty Thousand Dollars ($50,000) unless agreed upon by Maker and Payee. Payee, in
its sole discretion, 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 shall not exceed Two Million Dollars ($2,000,000). Once an
amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. Except as set forth herein,
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 received by Payee pursuant to this Note shall be applied
first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, and then 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 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 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) hereof, the unpaid principal
balance of this Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.



 






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		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 this 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 or personal property 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, except as set forth in Section 12, 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: (i) in writing and delivered personally or sent by first class registered or certified mail, or overnight courier service
to the address designated in writing by such party, (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 and (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 NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAWS 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.







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		12.	Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any claim in
or to any distribution of or from the trust account (the “Trust Account”) established in connection with Maker’s
initial public offering (the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any claim against the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the initial business
combination, Maker may repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account.



		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; provided, however, that the foregoing shall not apply to an affiliate of
Payee who agrees to be bound to the terms of this Note.



		15.	Conversion.



		(a)	Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time
prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal
balance of this Note into that number of warrants to purchase one share of Class A Common Stock of the Maker (the “Working
Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50 (one dollar and fifty cents).
The Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement at the time of
the Maker’s initial public offering. The Working Capital Warrants and their underlying securities, and any other equity security
of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock 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.



		(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 Working Capital 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, Maker shall, at the direction of Payee, deliver to
Payee (or its members or their respective affiliates or their designees) (Payee or such other persons, the “Holders”)
the Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement
between Maker and Payee and applicable state and federal securities laws.







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		(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 Working Capital 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.



		(d)	The Working Capital Warrants shall not be issued upon conversion of this Note unless such issuance and
such conversion comply with all applicable provisions of law.



		16.	Registration Rights.



		(a)	Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto,
dated as of February 18, 2021 (as the same may be amended and/or restated, 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.



		(b)	The Working Capital Warrants shall be considered “Registrable Securities” for all purposes
under the Registration Rights Agreement; provided, that, any Holder not already party to the Registration Rights Agreement shall execute
a joinder thereto, agreeing to be bound by all of the terms and conditions of the Registration Rights Agreement as a “Holder”
thereunder.



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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.


 





	 	SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Eli Simon	 
	 	 	Name:	Eli Simon	 
	 	 	Title:	Chief Executive Officer	 



 


 


 






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Accepted and agreed this 8th day of September, 2021 





	SPG SPONSOR, LLC	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Brian McDade	 	 
	Name:	Brian McDade	 	 
	Title:	Chief Financial Officer	 	 



 



 


 


 






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