Exhibit 10.1


 


Promissory Note


 


  


THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY
STATE.  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 AND APPLICABLE STATE SECURITIES LAWS 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 March 9, 2022
	Principal Amount:   $4,424,014.60	New York, New York


  


CF Acquisition Corp. VIII, a
Delaware corporation (“Maker”), hereby promises to pay to the order of CFAC Holdings VIII, LLC (“Payee”)
or its registered assigns or successors in interest, the principal sum of Four Million Four Hundred Twenty-Four Thousand Fourteen Dollars
and Sixty Cents ($4,424,014.60) 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 Maker to such
account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note is being
made in connection with the extension of Maker’s termination date from March 16, 2022 to September 30, 2022 (the “Extension”).


 


1. Principal. The
principal balance of this Note shall be payable by Maker on the earlier of (a) the date on which Maker consummates its initial business
combination (the “Business Combination”), or (b) the date of the liquidation of the Maker. The principal balance
may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


2. Interest. No
interest shall accrue or be charged by Payee on the unpaid principal balance of this Note.


 


3. Funding. On
the date hereof (the “Funding Date”), Payee shall pay $4,424,014.60, which funds shall be deposited into Maker’s
trust account (the “Trust Account”) and distributed either to: (i) all of the holders of Maker’s Class A common
stock (the “Public Shares”) upon Maker’s liquidation or (ii) holders of Public Shares who elect to have their
shares redeemed in connection with the consummation of the Business Combination.


 


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 and then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.


 


5. Events
of Default. The occurrence of any of 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 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) 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, 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 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 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 THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
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.


 






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12. Trust
Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the Trust Account, 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 if Maker completes
a Business Combination, Maker shall repay the principal balance of this Note, which may be 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 this Note shall be freely assignable by Payee to any assignee.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Promissory Note to be duly executed by the undersigned as of the day and year first above written. 


 


	 	CF Acquisition Corp. VIII
	 	 	 
	 	By:	/s/
Howard W. Lutnick
	 	 	Name:  	Howard W. Lutnick
	 	 	Title: 	Chief Executive Officer


 


[Signature Page to Promissory Note by CF Acquisition
Corp. VIII in favor of CFAC Holdings VIII, LLC for $4,424,014.60 for funding of the business combination deadline extension from March
16, 2022 to September 30, 2022]