Exhibit 10.9


 


THIS Amended and
Restated 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.


 


Amended and Restated
PROMISSORY NOTE


 


	Principal Amount:  Up to $250,000	Dated as of February 17, 2022


 


This Amended and Restated Promissory
Note (the “Note”) is an amendment and restatement of the Promissory Note dated as of September 16, 2021 (the “Effective
Date”) by and between Mindset Growth Opportunities I Corp., a Delaware corporation and blank check company (the “Maker”)
and Mindset Growth Sponsor I LLC, or its registered assigns or successors in interest (the “Payee”) (the “Original
Promissory Note”). This Note amends and restates the Original Promissory Note in its entirety and shall be deemed effective
as of the Effective Date.


 


The Maker promises to pay
to the order of the Payee, or order, the principal sum of up to Two Hundred and Fifty Thousand Dollars ($250,000) 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 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.


 


		1.	Principal. The principal balance of this Note shall be payable on the earlier of: (i) September
30, 2022 and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”).
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
earlier of: (i) September 30, 2022 and (ii) the date on which Maker consummates the IPO, upon request from Maker to Payee (each,
a “Drawdown Request”). Payee shall fund each Drawdown Request within five (5) business days after receipt of a
Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Two Hundred Fifty
Thousand Dollars ($250,000). 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.	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.



 


		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) or 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 notice to Maker or affecting Maker’s liability hereunder.



 


		9.	Notices. All notices, statements or other documents which are required or contemplated by this
Agreement 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.



 


		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 to
be established in which the proceeds of the IPO and the proceeds of the sale of the units issued in private placements to occur prior
to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be
filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the trust account for any reason whatsoever.



 


		13.	Entire Agreement; Amendment; Waiver; Effect on Prior Agreement. This Note constitutes the full
and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. 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. Upon the effectiveness of this
Note, the Original Promissory Note shall be superseded and replaced in its entirety by this Note and shall be of no further force or effect.



 


		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]


 




     


     


    


 


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.


 


	 	MINDSET GROWTH OPPORTUNITIES I CORP.
	 	 	 
	 	By:  	/s/ Daniel Ibri
	 		Name: Daniel Ibri
	 		Title:   Chief Executive Officer



 


 


	Acknowledged and Agreed:	 
	 	 	 
	MINDSET GROWTH SPONSOR I LLC	 
	 	 	 
	By:  	/s/ Daniel Ibri	 
	 	Name: Daniel Ibri	 
	 	Title:   Manager