Exhibit 10.1


 


THIS THIRD AMENDED AND RESTATED 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.


 


THIRD AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount: $150,000	Dated as of November 3, 2022


 


Distoken Acquisition Corporation, a Cayman Islands exempted company
and blank check company (the “Maker”), promises to pay to the order of Xiaosen Sponsor LLC, a Cayman Islands limited
liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of
one hundred and fifty thousand U.S. dollars ($150,000) or such lesser amount as shall have been advanced by Payee to Maker and that shall
remain unpaid under this Note on the Maturity Date (as defined below) 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. This Note amends and restates in its entirety the Second Amended and Restated Promissory Note of the Maker (“Original
Note”) dated October 1, 2021 in the principal sum of up to One Hundred and Fifty Thousand Dollars ($150,000) previously issued
by the Maker to the Payee but does not constitute a novation or extinguishment of the debt represented by the Original Note.


 


1.  Principal.  The entire unpaid principal balance
of this Note shall be payable by the Maker on the earlier of:  (i) June 30, 2023, or (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date, the “Maturity Date”).  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 shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2. Drawdown Requests. Maker and Payee agree
that Maker may request, from time to time, up to one hundred and fifty thousand U.S. dollars ($150,000) in drawdowns under this Note to
be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its securities (the “IPO”). 
The principal of this Note may be drawn down from time to time prior to the Maturity Date 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).  Payee shall fund each Drawdown Request no later than three (3) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not
exceed one hundred and fifty thousand U.S. dollars ($150,000).  No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker.


 


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


 


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.


 


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 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) and 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 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 conducted by the Maker (including the
deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement 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.


 


[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.


 


	 	DISTOKEN ACQUISITION CORPORATION
	 	a Cayman Islands exempted company
	 	 	 
	 	By:	/s/ Jian Zhang
	 	 	Name:	Jian Zhang
	 	 	Title:	Chief Executive Officer


 


[Signature Page to Promissory Note]