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: $300,000	 	Dated as of February 28, 2022
	 	 	 


Valor Latitude Acquisition Corp., a Cayman Islands exempted company
and blank check company (the “Maker”), promises to pay to the order of Valor Latitude LLC, a Cayman Islands limited
liability company, or its registered assigns or successors in interest (the “Payee” or the “Sponsor”),
or order, the principal sum of THREE HUNDRED THOUSAND U.S. dollars ($300,000) 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) twelve (12) months from the date hereof or (ii) the date on which Maker consummates a business combination (the
“Due Date”); provided, however, that the Maker may prepay the principal balance at any time prior to the Due Date.


 


2. Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 


3. 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.


 


4. 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 warrants consisting of one warrant exercisable
for one ordinary share of the Maker (the “Convertible Warrants”), equal to: (x) the portion of the principal amount
of this Note being converted pursuant to this Section 4, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The
Convertible Warrants shall be identical to the warrants issued by the Maker to Sponsor in the private placement that occurred upon consummation
of the Maker’s initial public offering. The Convertible 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 the registration rights set forth in
Section 5 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 Convertible Warrants, (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 Convertible Warrants, 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 Convertible Warrants 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 Convertible Warrants shall not be issued
upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.


 




     


     


    




5. Registration Rights.


 


(a) Reference is made to that certain Registration Rights Agreement
between Valor Latitude Acquisition Corp. and the parties thereto, dated as of May 3, 2021 (the “Registration Rights Agreement”).
All capitalized terms used in this Section 5 shall have the same meanings ascribed to them in the Registration Rights Agreement.


 


(b) For the avoidance of doubt, the underlying securities to the Convertible
Warrants held by the Payee shall constitute Registrable Securities under the Registration Rights Agreement.


 


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 date specified 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 sixty (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 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
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, 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.


 


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 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.


 


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 in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker
(including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement
that occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus 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.


 


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.


 


[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.


 


	 	 	 	 	 	 
	 	VALOR LATITUDE ACQUISITION CORP.
	 	
    a Cayman Islands exempted company

     

	 	 	 
	 	By:	 	
    /s/ J. Douglas Smith 

	 	 	 	Name:	 	J. Douglas Smith
	 	 	 	Title:	 	Chief Financial Officer
	 	 	 	 	 	 
	 	 	 	 	 	 


	 	VALOR LATITUDE LLC 
	 	
    a Cayman Island limited liability company

     

	 	 	 
	 	By:	 	
    /s/ J. Douglas Smith 

	 	 	 	Name:	 	J. Douglas Smith
	 	 	 	Title:	 	Manager
	 	 	 	 	 	 
	 	 	 	 	 	 


	 	 	 
	 	By:	 	
    /s/ Clifford M. Sobel 

	 	 	 	Name:	 	Clifford M. Sobel
	 	 	 	Title:	 	Manager




    [Signature Page to Promissory Note]