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


 


	 	Dated as of July 1, 2021
	Principal Amount: Up to $300,000 Dated as of July 1, 2021	 
	 	New York, New York




   



 


 


Atlas Crest Investment Corp.,
a Delaware corporation (“Maker”), promises to pay to the order of Atlas Crest Investment LLC, a Delaware limited liability
company, or its registered assigns or successors in interest or order (“Payee”), the principal sum of up to Three Hundred
Thousand Dollars ($300,000.00) 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 to such account as Payee may from time to time designate
by written notice in accordance with the provisions of this Note. The effective date of this Note is June 25, 2021.


 


		1.	Repayment. The principal balance of this Note shall be payable upon the date on which Maker consummates
its initial business combination (such date, the “Maturity Date”). The Maker shall have no obligation to repay the
Note if the Maker is wound up and no initial business combination is consummated. The principal balance may be prepaid at any time, at
the election of Maker.



 


		2.	Interest. This Note shall be non-interest bearing.



 


		3.	Drawdown Requests. Payee, in its sole and absolute discretion, may fund up to Three Hundred Thousand
Dollars ($300,000.00) for costs reasonably related to Maker’s consummation of an initial business combination and other working
capital requirements. The principal of this Note may be drawn down from time to time until the date on which Maker consummates its initial
business combination, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request
must state the amount to be drawn down, and must be in multiples of not less than Ten Thousand Dollars ($10,000) unless agreed upon by
Maker and Payee. Payee, in its sole discretion, 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 shall not exceed Three Hundred
Thousand Dollars ($300,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even
if prepaid. Except as set forth herein, 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 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. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date shall constitute
an event of default (“Event of Default”).



 






     


     


    

 


		6.	Remedies.



 


Upon the occurrence of an
Event of Default specified in Section 5 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.


 


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, 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 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 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.


 


10.       Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, 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.


 


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.


 


[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.


 


	 	ATLAS CREST INVESTMENT CORP.
	 	 
	 	By:	/s/ Michael Spellacy
	 	 	 
	 	 	Name: Michael Spellacy
	 	 	 
	 	 	Title: Chief Executive Officer




 


[Signature Page to Promissory Note]