Sustainable Development Acquisition I Corp. 8-K


Exhibit 10.1


 


 




THIS PROMISSORY NOTE (THIS “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: Up to $550,000	 	Dated as of December 21, 2022


Sustainable Development Acquisition I Corp.,
a Delaware public benefit corporation and blank check company (the “Maker”), promises to pay to the order of Sustainable
Development Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Five Hundred Thousand Dollars ($550,000) or such lesser amount as shall have been advanced by Payee to
Maker prior to the closing of the Business Combination (as defined below) for working capital needs of Maker, and shall remain unpaid
under this Note at the closing of the Business Combination, 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 entire unpaid outstanding
principal balance of this Note shall be repayable on the consummation of the Maker’s merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).
Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will
be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with
its initial public offering (the “IPO”). Under no circumstances shall any individual, including but not limited to
any officer, director employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


2. Interest and Expenses. No interest
shall accrue on the unpaid outstanding principal balance of this Note. Maker will reimburse Payee for all costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorneys’ fees.


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 an event of default (“Event of Default”):


(a) Failure to Make Required Payments.
Failure by Maker to pay the outstanding principal amount due pursuant to 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 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.






    	 



    	 



    

5. Remedies.


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


(c) Late payments shall accrue interest at
a rate of 8% per annum, or such lesser rate as is permissible by law.


6. Conversion. Upon the consummation
of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in
whole or in part at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.00 per Warrant,
each Warrant being identical to a “private placement warrant” (as defined in the Maker’s final prospectus in connection
with the Maker’s initial public offering of units (the “IPO”)). As promptly after notice by Payee to Maker to
convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination,
as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any
charge to Payee, in book-entry form or a certificate or certificates (issued in the name(s) requested by Payee) for the number of Warrants
of Maker issuable upon the conversion of this Note.


 


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, 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.


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 Agreement 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.


 



    	 



    	 



    




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 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 underwriters
discounts and commissions) and the proceeds of the sale of the warrants 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.


	 	 	 
	SUSTAINABLE DEVELOPMENT ACQUISITION
    I CORP.,

    a Delaware public benefit corporation

	 	 
	By:	 	/s/
    Nicole Neeman Brady
	 	 	Name: Nicole Neeman Brady
	 	 	Title: Chief Executive Officer



Accepted and agreed the 21st day of December, 2022


	 	 	 
	SUSTAINABLE DEVELOPMENT SPONSOR, LLC,

    a Delaware limited liability company

	 	 
	By:	 	/s/
    Nicole Neeman Brady
	 	 	Name: Nicole Neeman Brady
	 	 	Title: Manager


[Signature Page to Promissory Note]