EX-10.1




 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 MAKER
THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 
  

			
	 Principal Amount: up to $1,500,000

(as set forth on the Schedule of Borrowings attached hereto)
	  	Dated as of February 16, 2022

 Jack Creek Investment Corp., a Cayman Islands exempted company and blank check company (the
“Maker”), promises to pay to the order of JCIC Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to one
million five hundred thousand U.S. dollars ($1,500,000) (as set forth on the Schedule of Borrowings attached hereto) 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 by the Maker on the earlier of: (i) the
date on which the Maker consummates its initial business combination (the “Business Combination”) or (ii) the date that the winding up of the Maker is effective (such date, the Maturity Date”). The principal balance may be
prepaid at any time, at the election of the Maker, without premium or penalty. 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. No interest shall accrue on the unpaid
principal balance of this Note. 
 3.    Drawdown Requests. Maker and Payee agree that Maker may request up to
One Million Five Hundred Thousand Dollars ($1,500,000) for costs reasonably related to Maker’s working capital needs. The principal of this Note may be drawn down from time to time prior to the earlier of the Business Combination and the
Maturity Date, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than one thousand dollars ($1,000) unless agreed upon
by Maker and Payee. Payee 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 is One Million Five
Hundred Thousand Dollars ($1,500,000). Once an amount is drawn 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. Notwithstanding the foregoing, all payments shall be applied in accordance with Section 5 hereof. 











 4.    Optional Conversion. 

(a)     Upon consummation of the Business Combination and at the Payee’s option, the Payee may elect,
by written notice to the Maker, to convert all or any portion of the Note into that number of warrants (the “Conversion Warrants”) to purchase a number of shares of common stock, par value $0.0001 per share, of the Maker equal to:
(i) the portion of the principal amount of the Note being converted pursuant to this Section 4, divided by (ii) $1.00. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee, in a private placement upon
the consummation of Maker’s initial public offering (the “IPO”). The Conversion Warrants 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 registration rights on the same terms as the registration rights set forth in that certain
Registration and Shareholder Rights Agreement, dated as of January 26, 2021, by and among the Maker, the Sponsor and the other parties thereto. 

(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) the 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 the 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 described in Section 4(a), 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 Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. 

(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 Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall pay any transfer taxes resulting from any transfer requested by the Holders 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. 
 5.    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. 

  
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 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 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. 
 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 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 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 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, or any writ of execution issued hereon, may be sold upon any such writ in whole or
in part in any order desired by Payee. 

  
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 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 Agreement
shall be made in writing and delivered: (i) 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. 

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. 
 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, 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 (the “Trust Account”) established in connection with the Maker’s 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 Maker, may, in its sole discretion, repay the principal balance of this Note out of the proceeds released to Maker from
the Trust Account in connection with a Business Combination. 
 14.    Amendment; Waiver. 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. 

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

  
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 [Signature page follows] 











 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. 
  

			
	JACK CREEK INVESTMENT CORP. 
a Cayman Islands exempted company
		
	By:	 	 /s/ Robert F. Savage

	Name:	 	Robert F. Savage
	Title:	 	Chief Executive Officer



  
 [Signature Page to
Working Capital Note] 












 
			
	ACKNOWLEDGED AND AGREED
	
	JCIC Sponsor LLC 
a Cayman Islands limited liability company
		
	By:	 	 /s/ Lauren Ores

	Name:	 	Lauren Ores
	Title:	 	Chief Financial Officer



  
 [Signature Page to
Working Capital Note] 












 SCHEDULE OF BORROWINGS 

The following increases or decreases in this Promissory Note have been made: 
  

													
	 Date of Increase
or Decrease
	  	Amount of decrease
in Principal Amount
of this Promissory
Note	 	  	Amount of increase
in Principal Amount
of this Promissory
Note	 	  	Principal Amount of
this Promissory Note
following such
decrease or increase	 
	 2/18/2022
	  	$	0	 	  	$	500,000	 	  	$	500,000