Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
 


 


PROMISSORY NOTE


 


	Principal
    Amount: Up to $1,000,000	
    Dated as of September 28, 2021

    New York, New York



 


D and Z Media Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of D and Z Media Holdings LLC, a Delaware
limited liability company, or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to One Million Dollars ($1,000,000) 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 Maker to such account as Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1. Principal. 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.


 


2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3. Drawdown Requests. The principal
of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a
“Drawdown Request”); provided, however, that Payee’s obligation to fund each Drawdown Request
shall be subject to Payee’s approval which may be withheld in Payee’s sole discretion. Subject to Payee’s approval
to fund each Drawdown Request, Payee shall fund each Drawdown Request within five (5) business days after receipt of such Drawdown
Request; provided, however, that Payee shall fund Six Hundred Fifty Thousand ($650,000) upon execution of this Note (the
“Initial Drawdown”); provided, further, that the maximum amount of drawdowns collectively under
this Note, including the Initial Drawdown, is One Million Dollars ($1,000,000). 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.


 


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. Conversion.


 


(a)  At
Payee’s option, on the Maturity Date in the event Maker consummates its initial business combination, Payee may elect to convert
all or any portion of the principal outstanding under this Note into that number of warrants (the “Conversion Warrants”)
equal to: (i) the portion of the principal amount of this Note being converted pursuant to this Section 5, divided by (ii) $1.50, rounded
up to the nearest whole number. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by Maker pursuant
to a private placement to Payee (the “Private Placement”), as described in the prospectus (the “Prospectus”)
for Maker’s initial public offering (the “IPO”) dated January 25, 2021 and filed with the U.S. Securities and
Exchange Commission, including the transfer restrictions applicable thereto. The Conversion Warrants and the shares of Class A common
stock underlying such warrants, 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, merger, consolidation or reorganization, shall
be entitled to the registration rights set forth in that certain registration rights agreement between Maker and the parties thereto,
dated as of January 25, 2021.


 






     


     


    

 


(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, Maker shall, within five (5) business days following receipt by Maker of Payee’s election
to convert this Note pursuant to this Section 5, deliver to Payee the Conversion 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.


 


(c)  Payee
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 Payee shall not be obligated to pay any transfer taxes
resulting from any transfer requested by Payee in connection with any such conversion.


 


(d) The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law. No fractional warrants shall be issued upon conversion of this Note. For the avoidance of doubt, in the event that
all principal on this Note has been paid in full on or prior to the Maturity Date, then Payee shall not be entitled to convert any portion
of this Note into Conversion Warrants. Upon conversion of this Note in full, this Note shall be cancelled and void without further action
of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note.


 


6. 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 date specified in Section 1 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.


 






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7. Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 6(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 6(b) and 6(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.


 


8. 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 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.


 


9. 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.


 


10. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered: (i) personally
or sent by first class registered or certified mail, 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 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 mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


11. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 






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12. 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.


 


13. 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 in which a portion of the proceeds of the IPO
and the Private Placement were deposited, as described in greater detail in the Prospectus, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


14. 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.


 


15. 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 and Payee, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and
year first above written.


 


	 	D and Z Media Acquisition Corp.
	 	 	 	 
	 	By:	/s/ Betty Liu
	 	 	Name:  	Betty Liu
	 	 	Title:	Chief Executive Officer



 


	Acknowledged and Agreed:	 
	 	 
	D and Z Media Holdings LLC	 
	 	 	 
	By:	DANDZ MEDIA
    LLC, its managing member	 
	 	 	 
	By:	/s/ Betty Liu	 
	 	Name:  	Betty Liu	 
	 	Title:	Sole Member	



 


[Signature Page to Promissory Note]