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 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 AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED
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.


 


PROSPECTOR CAPITAL CORP.

CONVERTIBLE PROMISSORY NOTE


 


	
    Principal Amount: Not to Exceed $1,500,000

    (See Schedule A)
	Dated as of May 16, 2022


 


FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, Prospector Capital Corp., a Cayman Island exempted company (the “Maker”),
promises to pay to the order of Prospector Sponsor LLC or its registered assigns or successors in interest (the “Payee”),
or order, the principal balance as set forth on Schedule A hereto 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
Dollars ($1,500,000). Any advance hereunder shall be made by the Payee in its discretion (or by such other person designated by Payee)
upon receipt of a written request of the Maker, related to ongoing expenses reasonably related to the business of the Maker and the consummation
of the Business Combination (as defined below), and shall be set forth on Schedule A. Any advance hereunder shall only be made
by the Payee as, and to the extent, expenses are incurred or are reasonably expected to be incurred and the amounts of such advance shall
be used to pay or repay such expenses. All payments on this Note shall be made by check or wire transfer of immediately available funds
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.
All unpaid principal under this Note shall be due and payable in full on the earlier of (i) December 31, 2023 and (ii) the effective date
of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Maker and
one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this
Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have
a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment.


 


2. Interest.
No interest shall accrue on the unpaid 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 occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days
after the date specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by the 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 the 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 the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the 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 the 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 the 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.


 


		5.	Conversion



 


(a) Optional
Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or
any portion thereof), up to $1,500,000 in the aggregate, may be converted into warrants to purchase Class A ordinary shares of the Maker
(“Class A Shares”) at a conversion price (the “Conversion Price”) equal to
$1.50 per warrant (“Warrants”). If the Payee elects such conversion, the terms of such Warrants issued in connection
with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on January 12, 2021 (the
“Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on January
12, 2021 (the “IPO”); provided, however, that the Warrants shall not be subject to forfeiture
in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase one Class A Share at a
price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date of issuance
of the Private Placement Warrants. Before this Note may be converted under this Section 5(a), the Payee shall surrender this Note,
duly endorsed, at the office of the 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 the Maker’s transfer agent). 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 restricted
legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A Shares issuable upon exercise
of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated January
7, 2021, among the Maker, the Payee and certain other security holders named therein.


 






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(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) Fractional
Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants
to the Payee upon conversion of this Note, the Maker shall pay to the 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 5(c), this Note shall be cancelled and void without further action of the Maker
or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.


 


		6.	Remedies.



 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the 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) or 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 the Payee.


 


7. Waivers.
The 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 the Payee
under the terms of this Note, and all benefits that might accrue to the 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 the 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 the Payee.


 


8. Unconditional
Liability. The 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 the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the 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 the Maker or affecting the Maker’s liability hereunder.


 


9. Notices.
All notices, statements or other documents that are required or contemplated by this Note shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service 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 or 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 first class registered or certified mail.


 






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10. Construction.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WITHIN THE STATE OF NEW YORK.


 


11. Severability.
Any provision contained in this Note that 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 established in which the proceeds of the
IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private
Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities
and Exchange Commission in connection with the IPO on December 18, 2020, as amended, 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. Successors
and Assigns. Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of the
Maker and the 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.


 


15. 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, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together
with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably
satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the 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 the Maker in form and substance agreeing to be bound by the restrictions
on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written
acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note
or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to
this Section 15 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee,
is not reasonably satisfactory to the Maker, the Maker shall so notify the 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 the Maker such legend is not required in order to ensure compliance with the Securities
Act. The 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 the Maker. Prior
to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder
of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this
Note shall be overdue and the 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
January 7, 2021, among the Maker, the Payee and the other parties thereto.


 


16. Acknowledgment.
The 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. The Payee understands that the acquisition of this Note involves substantial risk. The 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]





 






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IN WITNESS WHEREOF,
the 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. 


 


	 	
    PROSPECTOR CAPITAL CORP.

	 	 	 
	 	By:	/s/ Derek Aberle
	 	Name: 	Derek Aberle
	 	Title:	Chief Executive Officer


 


Acknowledged and agreed as of the date first above
written.


 


	PROSPECTOR SPONSOR LLC
	 	 	 
	By:	/s/ Nick Stone	 
	Name: 	Nick Stone	 
	Title:	Managing Member	 



 


[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	 	Description	 	Principal Undrawn Balance	 
	May 16, 2022	 	$	157,000	 	Working capital	 	$	1,343,000