Exhibit 10.5


 


THIS SECOND 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.  


 


SECOND AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount:  Up to $250,000	Dated as of June 30, 2021



 


WHEREAS, on June 24, 2020,
Jupiter Acquisition Corporation, a Delaware corporation (the “Maker”), issued that certain Promissory Note (the “Original
Note”) to Jupiter Founders LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
“Payee”); and


 


WHEREAS, on December 31, 2020,
the Maker issued that certain Amended and Restated Promissory Note (the “First Amended Note”) to Payee to amend and
restate in its entirety the Original Note; and


 


WHEREAS, Maker and Payee desire
to amend and restate in its entirety the First Amended Note on the terms and conditions provided in this Note.


 


NOW THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by each of the parties hereto, the parties agree as follows:


 


Maker hereby promises to pay
to the order of Payee, or order, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser amount as shall have
been advanced by Payee to Maker and shall remain unpaid under this Note, 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) December 31, 2021 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) December 31, 2021 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.



 






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		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.



 






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		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.	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.



 


		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.



 


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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.


 


	 	JUPITER ACQUISITION CORPORATION


 



		By: 	/s/ James N. Hauslein	 
		 	Name: James N. Hauslein	 
		   	Title: Chief Executive Officer	 

 


Acknowledged and Agreed:


 


	JUPITER FOUNDERS LLC	 
	 	 	 
	By: 	/s/ James N. Hauslein	 
		Name: James N. Hauslein	 
		Title: Manager	 



 





 


 


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TO SECOND AMENDED AND RESTATED PROMISSORY NOTE]


 






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