Exhibit 10.1


 


PROMISSORY NOTE


 


	$300,000.00	As of November 26, 2021




 


VAM Acquisition Corp. (“Maker”)
promises to pay to the order of VAM Capital LLC (“Payee”) the principal sum of Three Hundred Thousand Dollars
and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below.


 


		1.	Principal. The principal balance of this Note shall be repayable on the earlier of (i) December
31, 2022, (ii) the date on which Maker consummates an initial public offering of its securities (“IPO”) or (iii)
the date on which Maker determines to not proceed with such IPO.



 


		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 attorneys’ 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.	Events of Default. The following shall constitute Events of Default:



 


		(a)	Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due.



 


		(b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or any other applicable federal or state 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 the Federal Bankruptcy Code, as now or hereafter constituted, or any
other applicable federal or state 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.



 



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		5.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to
Maker, declare this Note to be due and payable, whereupon the 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 4(b) and 4(c), the unpaid principal balance
of, 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.



 


		6.	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.



 


		7.	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 agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.



 


		8.	Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address
as either party may designate by notice in accordance with this Section:



 


If to Maker:


 


VAM Acquisition Corp.

Harbour Place, 103 South Church Street

PO Box 10240

Grand Cayman, KY1-1002, Cayman Islands


 


If to Payee:


 


VAM Capital LLC

Via San Raffaele, 1

20121 Milano MI

Italy


 


Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which
an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery
receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 



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		9.	Construction. This Note shall be construed and enforced in accordance with the domestic, internal
law, but not the law of conflict of laws, of the State of New York.



 


		10.	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.



 


IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed by its Co-Chief Executive Officers the day and year first above written.


 


	VAM Acquisition Corp.
	 
	By	/s/ Mattia Tomba	 
	 	Name: Mattia Tomba	 
	 	Title: Co-Chief Executive Officer	 




 


	By	 /s/ Vittorio Savoia	 
	 	Name: Vittorio Savoia	 
	 	Title: Co-Chief Executive Officer	 




 



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