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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 


 


PROMISSORY NOTE


 


	
    Principal Amount:  Up to $2,000,000.00

     
	
    Dated as of February 23, 2022

    New York, New York



 


Delwinds Insurance Acquisition
Corp., a Delaware corporation (“Maker”), promises to pay to the order of DIAC Sponsor LLC, a Delaware limited
liability company, or its registered assigns or successors in interest (“Payee”), or order, the principal sum of up
to Two Million Dollars ($2,000,000.00) 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 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 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, 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 up to Two Million Dollars ($2,000,000.00) for costs reasonably related to Maker’s initial
business combination of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) the
date on which Maker consummates its initial business combination and (ii) the date that the winding up of Maker is effective, 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 Ten Thousand Dollars ($10,000) 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 Two Million Dollars ($2,000,000.00). 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. Notwithstanding the foregoing, 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 attorneys’ fees, and then to
the reduction of the unpaid principal balance of 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) and 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, 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.


 


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 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 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 DELAWARE, 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.


 


12. Trust Waiver.  Notwithstanding
anything herein to the contrary, Payee hereby waives any claim in or to any distribution of or from the trust account (the “Trust
Account”) established in connection with Maker’s initial public offering (the “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 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.


 






    2


     


    

 


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 share of Class A common stock of the Maker and one- half of one warrant, each whole warrant exercisable for one share
of Class A common stock 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 IPO. 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 stock dividend or stock 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 15 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.


 


(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, dated as of December 10, 2020 (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 Section 2.1 of 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 Section 2.2 of 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]


 






    3


     


    

 


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.


 


	 	DELWINDS INSURANCE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Andrew J. Poole
	 	 	Name: 	 Andrew J. Poole
	 	 	Title: 	Chief Executive Officer


 


[Signature page to Working Capital Loan Promissory
Note]


 


 


4