Exhibit 10.10


 


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 $5,750,000


Dated as of [____], 2021


New York, New York


 


Enterprise 4.0 Technology
Acquisition Corp., a Cayman Islands exempted company (“Maker”), promises to pay to the order of ENT4.0 Technology Sponsor
LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest or order (“Payee”),
the principal sum of up to Five Million Seven Hundred and Fifty Thousand Dollars ($5,750,000.00) 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 by Maker on the earlier of (such date, the “Maturity Date”), (a) the
date on which Maker consummates its initial business combination and (b) the date of the liquidation of Maker. The principal balance
may be prepaid at any time, at the election of Maker. 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. This
Note shall be non-interest bearing.


 


		3.	Drawdown
Requests. Maker and Payee agree that Maker may request Five Million Dollars ($5,000,000.00) to fund the trust account established
in connection with the Maker’s initial public offering (the “Trust Account”) to a value of $10.20 per public share
sold in such initial public offering (the “Trust Account Funding Level”), on the date of the consummation of such
offering, solely for deposit into the Trust Account. The remaining undrawn principal of this Note may be drawn down on the date of the
consummation of the underwriter’s over-allotment option in connection with the IPO, solely for deposit into the Trust Account to
ensure that the Trust Account Funding Level is maintained at $10.20 per share sold in the Maker’s initial public offering, in an
amount proportionate to the exercise of such over-allotment option. Once an amount is drawn down under this Note, it shall not be available
for future drawdown. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any payments under
this Note.


 


		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 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) or 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.


 


		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
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, 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
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 and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering,
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 shall 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 units, each unit
consisting of one ordinary share of the Maker and one-half of a warrant, each warrant exercisable for one ordinary share of the Maker
(the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted
pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units shall be identical
to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker’s initial public offering. The
Conversion Units 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.


 


(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 Units, (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) (Payee or such
other persons, the “Holders”) the Conversion Units, 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 Conversion Units 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 Conversion Units 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, (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 Holders shall be entitled
to one Demand Registration, which shall be subject to the same provisions as set forth in the Registration Rights Agreement.


 


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


 


(d) Except as set forth above,
the Holders and 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.


   


	 	Enterprise 4.0 Technology Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 	Eric Benhamou
	 	Title:	Director


 


[Signature Page to Promissory Note]


 


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