EX-10.9





 Exhibit 10.9 

THIS AMENDED AND RESTATED PROMISSORY NOTE (“AMENDMENT”) IS ENTERED INTO AS OF DECEMBER 10, 2021 AND AMENDS THAT CERTAIN PROMISSORY NOTE,
DATED FEBRUARY 25, 2021 (THE “NOTE”), ISSUED BY C&W ACQUISITION CORP., A CAYMAN ISLANDS EXEMPTED COMPANY AND BLANK CHECK COMPANY, TO C&W ACQUISITION CORP. SPONSOR, L.L.C., A CAYMAN ISLANDS LIMITED LIABILITY COMPANY.
THIS AMENDMENT 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. 

AMENDED AND RESTATED 

PROMISSORY NOTE 
 Dated as
of December 10, 2021 
 WHEREAS, pursuant to this Amendment, the Maker and Payee desire to amend the Note on the terms and
conditions set forth below. 
 NOW, THEREFORE, in consideration of the covenants and conditions contained in the Note and for other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows: 
  

	1.	 Amendment to the Note: The principal balance of the Note shall be increased from $300,000 to
$400,000 U.S. dollars ($400,000) (as set forth on the Schedule of Borrowings attached hereto). Section 1 of the Note is hereby amended to replace the reference to September 30, 2021 with September 30, 2022. 



 

	2.	 Miscellaneous: 



(a)    Except as specifically amended by this Amendment, the Note shall remain in full force and effect and is hereby
ratified and confirmed. 
 (b)    Section and subjection headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 

1.    Principal. The principal balance of this Note shall be payable on the earlier of:
(i) September 30, 2022 or (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. 

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 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. 












 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 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. 
 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 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
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. 

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 agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 

  
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 8.    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 and (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. 

9.    Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 
 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. 

11.    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. 

12.    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. 
 13.    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] 

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

					
	C&W ACQUISITION CORP.
		
	By:	 	 /s/ Nathaniel Robinson

		 	Name:	 	Nathaniel Robinson
		 	Title:	 	Chief Executive Officer














 SCHEDULE OF BORROWINGS 

The following increases or decreases in the Promissory Note have been made: 
  

							
	 Date of Increase or
Decrease
	  	 Amount of decrease in
Principal Amount of this
Promissory Note
	  	 Amount of increase in
Principal Amount of this
Promissory Note
	  	 Principal Amount of this
Promissory Note following
such decrease or increase

	 December 10, 2021
	  		  	$100,000	  	$400,000