Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE
UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION
HEREOF MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER
OR ASSIGNMENT COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $2,300,000.00	
    Dated as of December 21, 2022

    New York, New York



 


FOR VALUE RECEIVED, 7GC & Co. Holdings Inc.,
a Delaware corporation and blank check company (the “Maker”), promises to pay to 7GC & Co. Holdings LLC, a Delaware
limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal
sum of up to two million three hundred thousand U.S. Dollars ($2,300,000.00) 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 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. The Payee acknowledges that fifty percent (50%) of the principal amount of this Note is being funded to the Payee
by 7 Global Capital SCS, located at 2 Place de Straßbourg, L – 2562 Luxembourg, Grand-Duchy of Luxembourg.


 


1. Principal. Unless this Note has been accelerated upon the
occurrence of an Event of Default (as defined below), the principal balance of this Note (as reduced by the Converted Principal Amount,
if any, in accordance with Section 4 hereof), which shall be set forth on Schedule A hereto, shall be payable by the Maker on the
earlier of (each, a “Maturity Payment Event”): (i) the date on which the Maker consummates its initial merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Maker and one or more
businesses or entities (the “Initial Business Combination”), or (ii) the date the Maker liquidates the Trust Account
(as defined in the Maker’s Amended and Restated Certificate of Incorporation in effect on the date this Note was originally issued)
upon the failure of the Maker to consummate the Initial Business Combination within the time period set forth in the Maker’s Amended
and Restated Certificate of Incorporation. The principal balance may be prepaid at any time without penalty. 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. Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 






     


     


    

 


3. Drawdown Requests. Maker and Payee agree that Maker may request
up to (a) five hundred thousand U.S. Dollars ($500,000.00) to finance costs incurred by Maker in connection with a potential Initial Business
Combination and for expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance)
(“Working Capital Drawdowns”) and (b) one million eight hundred thousand U.S. Dollars ($1,800,000.00) to finance deposits
to the Trust Account in connection with the solicitation of approval of the stockholders of Maker to extend the deadline for Maker to
consummate its Initial Business Combination (“Extension Drawdowns”). The principal of this Note may be drawn down from
time to time prior to the earlier of: (i) June 28, 2023 or (ii) the date on which Maker consummates an 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 whether such amount is a Working Capital Drawdown or Extension Drawdown, and must not be an amount less than Ten Thousand
U.S. Dollars ($10,000) unless agreed upon by Maker and Payee. 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 with respect to Working Capital Drawdowns
under this Note is five hundred thousand U.S. Dollars ($500,000.00), the maximum amount of drawdowns with respect Extension Drawdowns
under this Note is one million eight hundred thousand U.S. Dollars ($1,800,000.00), and the maximum amount of drawdowns collectively under
this Note is two million three hundred thousand U.S. Dollars ($2,300,000.00). Once an amount is drawn down under this Note, it shall be
set forth on Schedule A hereto, and such amount shall not be available for future Drawdown Requests even if prepaid. 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. Optional Conversion. The Payee may, by prior written notice
to the Maker, elect to convert, concurrent with the consummation of the Initial Business Combination, up to the full amount of the principal
balance of this Note, in whole or in part, as set forth on Schedule A hereto (in integral multiples of $10.00, as adjusted for
any stock splits, stock dividends, combinations, reorganizations, recapitalizations, and similar events with respect to the Class A Shares
(as defined below) occurring after the issue date of this Note) into private placement shares of the Maker (the “Private Shares”),
with each Private Share consisting of one private share of Class A common stock, par value $0.0001 per share, of the Maker (the “Class
A Shares”), with each $10.00 (as adjusted for any stock splits, stock dividends, combinations, reorganizations, recapitalizations,
and similar events with respect to Class A Shares occurring after the issue date of this Note) of the principal balance of this Note convertible
into one Private Share.


 


Upon conversion of up to the full
amount of the principal balance of this Note in whole or in part, (A) the principal balance of this Note shall be decreased by the amount
of the principal balance so converted into Private Shares (the “Converted Principal Amount”) and such decrease shall
be set forth on Schedule A hereto and (B) the Maker shall, as soon as practicable thereafter but in no event later than three (3)business
days of its receipt of the Payee’s written conversion notice, issue and deliver to the Payee a certificate or notice of issuance
for the number of Private Shares to which the Payee shall be entitled to receive upon such conversion. Upon any conversion of this Note
pursuant to this Section 4, the Maker shall be forever released from all of its obligations and liabilities under this Note with
respect to the Converted Principal Amount, and, in the case of a conversion of this Note in full, this Note shall be cancelled and void
without further action of the Maker or the Payee. All unpaid principal of this Note that is not then converted into Private Shares shall
continue to remain outstanding and to be subject to the terms and conditions of this Note.


 


For the avoidance of doubt, the
Private Shares issuable upon conversion of this Note shall not be subject to any surrender and cancellation for no consideration, including
the surrender and cancellation for no consideration that the shares of Class B common stock, par value $0.0001 per share, of the Maker
are subject to in certain circumstances. The Payee acknowledges and agrees that such Private Shares, when and if issued, will be subject
to the terms of that certain letter agreement, dated as of December 22, 2020, among the Maker, the Payee and certain other parties thereto.


 


The Private Shares issuable upon
conversion of this Note shall each constitute a “Registrable Security” pursuant to that certain Registration Rights Agreement,
dated as of December 22, 2020, among the Maker, the Payee and certain other securityholders of the Maker named therein.


 






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5. Application of Payments. All payments by the Maker to the
Payee 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 the unpaid principal balance of this Note.


 


6. Events of Default. Each 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 in Section 1 hereof.


 


(b) Failure to Convert. Failure by Maker
to comply with its obligation to convert all or a portion of this Note in accordance with Section 4 hereof upon exercise of the
Payee’s conversion right and such failure continues for a period of five (5) business days.


 


(c) 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.


 


(d) 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.


 


7. Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 6(a) or Section 6(b) 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 Section 6(c) or Section 6(d) hereof, the unpaid principal balance of this Note, and all other amounts payable
hereunder, 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, conversion, 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 or conversion; 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.


 






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9. Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment or conversion 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 conversion 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 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 email address most recently provided to such party or such other email 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, 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.


 


16. Successors and Assigns.
Subject to the restrictions on transfer in Section 15, the rights and obligations of the Maker and the Payee hereunder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise)
with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


17. Acknowledgment. The
Payee represents and warrants to the Maker that:


 


(a) It is acquiring this Note
for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution
thereof;


 






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(b) It understands that the acquisition
of this Note involves substantial risk; and


 


(c) It has experience as an investor
in securities of companies and it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such
knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in
this Note and protecting its own interests in connection with this investment.


 


The Payee acknowledges and understands
that, in addition to the loan evidenced by this Note, the Maker may need to obtain loans from the Payee or an affiliate of the Payee or
certain of the Maker’s officers and directors to further finance the transaction costs of the Maker’s intended Initial Business
Combination, it being understood, however, that neither the Payee nor such other parties is currently under any obligation to provide
the Maker with any such loans.


 


18. Counterparts; Electronic Signatures. This Note may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of
like import in this Note or in any other certificate, agreement or document related to this Note shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


[Signature page follows]


 






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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.


 


	 	7GC & Co. Holdings Inc., 
	 	a Delaware corporation, as Maker
	 	 
	 	By:	/s/ Jack Leeney
	 	  	Name: 	Jack Leeney
	 	 	Title:	Managing Partner



 


Accepted and agreed this 21st day of December, 2022:


 





	7GC & CO. HOLDINGS LLC,	 
	a Delaware limited liability company, as Payee	 
	 	 
	By: 	/s/ Jack Leeney	 
	 	Name: 	Jack Leeney	 
	 	Title:	Managing Partner
    	


 


[Signature Page to Promissory
Note]


 






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SCHEDULE A


 


The initial outstanding principal amount of the Note is one million
three hundred thousand U.S. Dollars ($1,300,000.00), nine hundred thousand U.S. Dollars ($900,000.00) of which is an Extension Drawdown
and four hundred thousand U.S. Dollars ($400,000.00) of which is a Working Capital Drawdown.


 


Subject to the terms and conditions set forth in the Note to which
this schedule is attached, the principal balance due under the Note shall be set forth in the table below and shall be updated from time
to time to reflect all principal increases and conversions under the Note.


 


	Date	 	Amount of

 Increase

 (Decrease)	 	Description

 (Working

 Capital

 Drawdown /

 Extension

 Drawdown)	 	Principal 

Outstanding

 Following

 Increase

 (Decrease)	 	Signature of

 authorized

 signatory of

 Maker	 	Signature of

 authorized 

signatory of

 Payee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 


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