Exhibit 10.1


 


THIS PROMISSORY NOTE (“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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


June 17, 2022


 


Principal Amount: $100,000


 


Natural Order Acquisition Corp.,
a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Natural Order Sponsor
LLC, or its registered assigns or successors in interest (the “Payee”), the principal sum of one-hundred thousand dollars
($100,000) 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 principal balance of this Note shall be payable by the Maker on the earlier of:


 


(i) the date on which Maker consummates
its initial business combination (the “Business Combination”) or (ii) the date that the winding up of the Maker is
effective (such date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker,
without premium or penalty. Under no circumstances shall any individual, including but not limited to any executive officer, director,
employee or stockholder 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.
Optional Conversion.


 


(a) Upon
consummation of the Business Combination and at the Payee’s option, the Payee may elect, by written notice to the Maker, to convert
all or any portion of the Note into that number of warrants (the “Conversion Warrants”) to purchase a number of shares
of common stock, par value $0.0001, of the Maker equal to: (i) the portion of the principal amount of the Note being converted pursuant
to this Section 3, divided by (ii) $1.00. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee
in a private placement upon consummation of Maker’s initial public offering (the “IPO”). The Conversion Warrants
and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share
dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization,
shall be entitled to the registration rights set forth in Section 15 hereof.


 






     


     


    

 


(b) Upon any complete
or partial conversion of the principal amount of this Note (i) such principal amount shall be so converted and such converted portion
of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or
such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new
duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange
for all or any portion of the surrendered Note described in Section 3(a), Maker shall, at the direction of Payee, deliver to Payee (or
its members or their respective affiliates) (Payee or such other persons, the “Holders”) the Conversion Warrants,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee
and applicable state and federal securities laws.


 


(c) The
Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall pay any transfer taxes resulting from any transfer
requested by the Holders in connection with any such conversion.


 


(d) The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


4. 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 and documented 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.


 


5.
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 Maturity Date.


 


(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.


 


6.
Remedies.


 


(a) Upon the occurrence
of an Event of Default specified in Section 5(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 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.


 






    2


     


    

 


(b) Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(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.


 


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 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.


 


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 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 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 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 (the “Trust Account”) established
in connection with Maker’s IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Account for any reason whatsoever; provided however that Maker, may, in its sole direction, repay the principal balance
of this Note out of the proceeds released to Maker from the Trust Account.


 


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; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this
Note.


 


[Signature page follows]


 




    3


     


    

 


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.


 


	 	NATURAL ORDER ACQUISITION CORP.
	 	 	 
	 	By:	/s/ John A. Ritacco, Jr. 
	 	Name: 	John A. Ritacco, Jr. 
	 	Title:	Chief Financial Officer



 


[SIGNATURE PAGE TO WORKING CAPITAL NOTE]


 




     


     


    

 


ACKNOWLEDGED AND AGREED:


 


	NATURAL ORDER SPONSOR LLC	 
	 	 	 
	By:	/s/ Paresh Patel 	 
	Name: 	Paresh Patel 	 
	Title:	Member	 
	 	 	 
	By:	/s/ Sebastiano Cossia Castiglioni 	 
	Name:	Sebastiano Cossia Castiglioni 	 
	Title:	Member	 



 


[SIGNATURE PAGE TO WORKING CAPITAL NOTE]