Exhibit 10.12


 


PROMISSORY NOTE


 


$26,667.00 As of November 20th, 2020


 


Ignyte Acquisition Corp. (“Maker”)
promises to pay to the order of David Strupp or his successors or assigns (“Payee”) the principal sum of Twenty-Six
Thousand Six Hundred and Sixty-Seven Dollars and No Cents ($26,667 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) June 30, 2021, (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.


 


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:


 


Ignyte Acquisition Corp.


 


If to Payee:


 


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



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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.


 


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 the day and year first above written.


 





	 	 	IGNYTE ACQUISITION CORP.
	 	 
	 	By:	
	 	 	 
	 	 	Name: Steven Kaplan
	 	 	Title: Chief Financial Officer




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