Exhibit 10.1


 


 


PROMISSORY NOTE


 


	Not to Exceed $200,000	August 10, 2021


 


FOR VALUE RECEIVED, Concord
Acquisition Corp III, a Delaware corporation (“Maker” or the “Company”), hereby unconditionally promises to pay
to the order of Concord Sponsor Group III LLC, a Delaware limited liability company (“Payee”), the sum of TWO HUNDRED THOUSAND
DOLLARS ($200,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this note (this “Note”),
in legal and lawful money of the United States of America. This Note amends, replaces and supersedes in its entirety that certain promissory
note, dated March 18, 2021, made by the Maker in favor of the Payee (the “Original Note”), and the unpaid principal balance
of the indebtedness evidenced by the Original Note is being merged into and will hereafter be evidenced by this Note.


 


Payee may make advances to
Maker from time to time under this Note; provided, however, that notwithstanding anything to the contrary herein, at no time shall the
aggregate of all advances and re-advances outstanding under this Note exceed $200,000.


 


This is a non-interest bearing
Note.


 


The entire unpaid principal
balance of this Note shall be due and payable upon the later of July 31, 2021 or the consummation of a public offering of the Company’s
securities.


 


If payment of this Note or
any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately become
due and payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or in equity.


 


This Note may be prepaid,
in whole or in part, without penalty. This Note may not be changed, amended or modified except in a writing expressly intended for such
purpose and executed by the party against whom enforcement of the change, amendment or modification is sought. The loan evidenced by this
Note is made solely for business purposes.


 


THIS NOTE IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY
APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED
PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.


 


Service of any notice by Maker
to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt requested, at the address
for such party set forth in this Note, or at such subsequent address provided to the other party hereto in the manner set forth in this
paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit thereof in an official depository
under the care and custody of the United States Postal Service.


 



     


     


    
 


Should the indebtedness represented
by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings
or if this Note is placed in the hands of attorneys for collection after default, the undersigned and all endorsers, guarantors and sureties
of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal and interest due and payable
hereon, reasonable attorneys’ and collection fees.


 


The undersigned and all endorsers,
guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment,
demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, notice
of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party, and agree to
all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, with or without
notice, before or after maturity.


 


The undersigned hereby expressly
and unconditionally waives, in connection with any suit, action or proceeding brought by the payee on this Note, any and every right it
may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the same consolidated
with any other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit the undersigned from instituting
or maintaining a separate action against payee with respect to any asserted claim.


 


Any provision contained in
this Notes which is prohibited or unenforceable in any jurisdictions shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This Note represents the final
agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.


 


[Signature page follows]


 






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EXECUTED AND AGREED as of
the date first above written.


 





	 	CONCORD ACQUISITION CORP III, a Delaware corporation
	 	 	 
	 	By:	/s/ Michele Cito
	 	Name:	Michele Cito
	 	Title:	CFO



 


 





	ACKNOWLEDGED AND AGREED:	 
	 	 	 
	CONCORD SPONSOR GROUP III LLC	 
	 	 	 
	By:	/s/ Timothy Kacani	 
	Name:	Timothy Kacani	 
	Title:	COO – Authorized Signatory