Exhibit
10.1


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.  THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT
THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  


 


SOCIAL LEVERAGE ACQUISITION CORP I

CONVERTIBLE PROMISSORY NOTE


 





	Principal Amount: Up to $1,500,000	Dated as of March 16, 2022



(See Schedule A)


 


 


FOR VALUE RECEIVED and subject to the terms and conditions
set forth herein, Social Leverage Acquisition Corp I, a Delaware corporation (“Maker”), promises to pay to Social Leverage
Capital Fund IV, LP, a Delaware limited partnership (“Payee”), or order, the principal balance as set forth on Schedule
A hereto, together with all accrued and unpaid interest due on such outstanding balance, in lawful money of the United States of America;
which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this
Note; provided that at no time shall the aggregate of all advances and readvances outstanding under this note exceed One Million Five
Hundred Thousand U.S. Dollars (U.S.$1,500,000). Any advance hereunder shall be made by the Payee upon a request of Maker and shall be
set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as
otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions
of this Note.


 


1. Principal.
All unpaid principal under this Note shall be due and payable in full on the earlier of: (i) the date by which Maker has to complete
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(a “Business Combination”) pursuant to its Amended and Restated Certificate of Incorporation (as may be amended from
time to time), and (ii) the effective date of a Business Combination (such earlier date of (i) and (ii), the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal under this Note may be prepaid
at any time by Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal
balance pursuant to Section 6 below upon notice of such prepayment. Under no circumstances shall any individual, including but not limited
to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


2. Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000)
in draw downs under this Note to be used for working capital purposes. The principal of this Note may be drawn down from time to time
prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must
state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars (U.S. $10,000) unless agreed upon by
Maker and Payee. In the event that Payee, in its sole discretion, consents to a Drawdown Request, Payee shall fund such Drawdown Request
no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of
drawdowns outstanding under this Note at any time may not exceed One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000). No fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 






     


    


    

 


3. Interest.
From the date hereof until the payment in full of this Note, the unpaid principal balance of this Note shall bear interest at the rate
of 10% per annum and shall be due and payable in full on the Maturity Date.


 


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 attorney’s fees, then to payment in full of any accured and unpaid interest on this
Note, and 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 occurrence of any 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 and interest due pursuant to this Note on 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 sixty (60) consecutive days.


 


6. Conversion


 


(a) Optional
Conversion. At the option of Payee, at any time on or prior to the Maturity Date, any amounts of the principal balance (excluding
any accrued and unpaid interest) outstanding under this Note (or any portion thereof), up to One Million Five Hundred Thousand U.S. Dollars
(U.S.$1,500,000) in the aggregate, may be converted into whole warrants to purchase shares of Class A common stock , par value $0.0001
per share (“Class A Common Stock”), of Maker at a conversion price (the “Conversion Price”)
per warrant (“Warrants”) equal to U.S.$1.50 per Warrant. If Payee elects such conversion, the terms of such Warrants
issued in connection with such conversion shall be identical to the warrants issued to Payee in the private placement (the “Private
Placement Warrants”) pursuant to that certain Sponsor Warrants Purchase Agreement, dated February 11, 2021, between Maker and
Social Leverage Acquisition Sponsor I LLC (the “Sponsor”) , including that each Warrant will entitle the holder thereof
to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the Private
Placement Warrants. Before this Note may be converted under this Section 6(a), Payee shall surrender this Note, duly endorsed, at the
office of Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which
the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with Maker’s
transfer agent); provided that such amount is no greater than One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000).
The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note
and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder
or holders of such Warrants as of such date. Each such newly-issued Warrant shall include a restrictive legend that contemplates the same
restrictions as the Private Placement Warrants. The Warrants and Class A Common Stock issuable upon exercise of the Warrants shall
constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated February 11, 2021, among
Maker, Sponsor and the other parties thereto.


 






    2


    


    

 


(b) Remaining
Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding
and to be subject to the conditions of this Note.


 


(c) Interest
not Convertible. Any accrued and unpaid interest of this Note shall not be convertible into Warrants under the terms of this Note
and shall continue to remain outstanding and to be subject to the conditions of this Note.


 


(d) Fractional
Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants
to Payee upon conversion of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying the Conversion
Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment
of any amounts specified in this Section 6(d), this Note shall be cancelled and void without further action of Maker or Payee, and Maker
shall be forever released from all its obligations and liabilities under this Note.


 


7. 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 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 5(b) or 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.


 


8. 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.


 


9. 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.


 


10. Notices.
All notices, statements or other documents which are required or contemplated by this Note 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.


 






    3


    


    

 


11. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


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, 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 established in which proceeds of Maker’s initial
public offering (the “IPO”) (including the deferred underwriting discounts and commissions) and proceeds of the sale
of Private Placement Warrants were or will be deposited, as described in greater detail in the registration statement on Form S-1 relating
to the IPO filed by Maker with the Securities and Exchange Commission, 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 Maker and Payee.


 


15. Successors
and Assigns.  Subject to the restrictions on transfer in Sections 16 and 17 below, the rights and obligations of Maker and
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.


 


16. Transfer
of this Note or Securities Issuable on Conversion.  With respect to any sale or other disposition of this Note or securities
into which this Note may be converted, Payee shall give written notice to Maker prior thereto, describing briefly the manner thereof,
together with (i) except for a Permitted Transfer (as defined below), in which case the requirements in this clause (i) shall not apply,
a written opinion (unless waived by Maker) reasonably satisfactory to Maker in form and substance from counsel reasonably satisfactory
to Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or
state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Maker in form and
substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory
opinion (unless waived by Maker), or other evidence, and such written acknowledgement, Maker, as promptly as practicable, shall notify
Payee that Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered
to Maker. If a determination has been made pursuant to this Section 16 that the opinion of counsel for Payee, or other evidence, or the
written acknowledgment from the desired transferee, is not reasonably satisfactory to Maker, Maker shall so notify Payee promptly after
such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability
in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Maker such legend is not required in order
to ensure compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection with such
restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such
purpose by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered holder
hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other
purposes whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes
hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement
Warrants under the Letter Agreement, dated February 11, 2021, among Maker, Sponsor and the other parties thereto.


 


17. Acknowledgment.
Payee 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. Payee understands that the acquisition of this Note involves substantial risk. Payee has experience as
an investor in securities of companies and acknowledges that 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.


 


[Signature page follows]


 




    4


    


    

 


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.


 





	 	SOCIAL LEVERAGE ACQUISITION CORP I
	 	 
	 	By: 	/s/ Douglas Horlick
	 	 	Name:  	Douglas Horlick
	 		Title:	President and Chief Operating Officer


 


Acknowledged and agreed as of the day and year
first above written.


 





	SOCIAL LEVERAGE CAPITAL FUND IV, LP	 
	 	 
	By:	/s/ Tom Peterson	 
		Name: 	Tom Peterson	 
		Title:	Authorized Signatory	 


 


[Signature Page to Convertible Promissory Note]

 




     


    


    

 


SCHEDULE A


 


Subject to the terms and conditions set forth in
the Note to which this schedule is attached to, 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 advances and readvances outstanding under the Note.


 


	Date	Drawing	Interest
    Earned	Principal
    Balance