EXHIBIT 10.3


 


THIS AMENDED
AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS
AMENDED AND RESTATED PROMISSORY 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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY NOTE


 


	 	Dated as of May
11, 2022
	 	 
	Principal Amount: $385,000	New York, New York


  


This Amended and Restated
Promissory Note (this “Note”) amends and restates the Promissory Note, dated as of April 27, 2022 (the “Existing
Note”) from Ackrell SPAC Partners I Co., a Delaware corporation (“Maker”), payable to the order
of North Atlantic Imports, LLC or its registered assigns or successors in interest (“Payee”). The terms, conditions
and provisions of the Existing Note are hereby amended and restated in their entirety effective as of the date hereof so that henceforth
the terms, conditions and provisions of the Existing Note shall read and be as set forth in this Note and Maker agrees to comply with
and be subject to all of the terms, covenants and conditions of this Note effective as of the date hereof. Maker hereby acknowledges and
agrees that this Note evidences the outstanding principal balance evidenced by the Existing Note, if any, as amended and restated pursuant
to the immediately preceding sentence, together with any additional draw down on the principal of this Note. Neither this Note nor anything
contained herein shall be construed as a substitution or novation of the outstanding principal balance evidenced by the Existing Note
or of the Existing Note, which shall remain in full force and effect as hereby amended and restated. Maker promises to pay to the order
of Payee, or order, the principal sum of Three Hundred Eighty-Five Thousand Dollars ($385,000) 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, without setoff or counterclaim, to such account as Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


1.    Maturity. Subject
to Section 1(b), the principal balance of this Note shall be due and payable by Maker upon the earlier of (i) the closing of a Repayment
Trigger Event, as such term is defined below, and (ii) September 23, 2022 (the “Maturity Date”). The principal balance
may be prepaid in whole or in part at any time and from time to time prior to the Maturity Date without premium or penalty upon written
notice by Maker to Payee.


 


		(a)	A “Repayment Trigger Event” means the consummation of the Business Combination as defined
in the Certificate of Incorporation of Maker, as amended (the “COI”).



 


Maker shall provide Payee
at least 10 days’ prior notice of any Repayment Trigger Event and to the extent applicable a copy of the material terms of the Business
Combination. Under no circumstances shall any individual, including but not limited to, any officer, director, employee or stockholder
of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


(b)   Form
of Repayment. All amounts due under this Note shall be repaid in cash.


 


2.    Interest. This
Note will be non-interest bearing and unsecured.


 


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, and then to the reduction of the unpaid principal balance
of this Note.


 


4.   Use
of Proceeds. On the date of this Note, Payee shall remit the full principal amount to Maker in accordance with the wiring instructions
attached here to as Exhibit A. Maker hereby represents, warrants and covenants to Payee that the entire principal amount will be
used by Maker solely for purposes of paying certain fees owed by the Maker to fund the ongoing operations of the Maker.


 






     


     


    

 


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 any principal amount due pursuant to this Note within five (5) business days of
the Maturity Date.


 


(b)   Breach
of Use of Proceeds. Failure by Maker to comply with the provisions of Section 4 of this Note. 


 


(c)  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.


  


(d)   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) or Section 5(b) 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.


 


(b)     Upon
the occurrence of an Event of Default specified in Sections 5(c) and 5(d), 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.  Enforcement
Costs. In case any principal of on this Note is not paid when due, Maker shall be liable for all costs of enforcement and collection
of this Note incurred by Payee and any other Holders (as defined below), including but not limited to, reasonable attorneys’ fees
and expenses.  


 


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 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.


 


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. Any failure of Payee to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter. Payee
may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import
or other conditions, without waiving any of its rights.


 






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10.    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. As of the date of this Note, the following addresses are designated for notices: (a) if to Maker, Ackrell
SPAC Partners I Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703, Attn: Long Long, email: long@spacpartners.com; (b) if to Payee,
North Atlantic Imports, LLC, 513W 2500 N Logan, Utah 84341, Attn: Vincent Chen, email: vincent@blackstoneproducts.com.


  


11.    Construction;
Governing Law; Venue; Waiver of Jury Trial; Etc.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS NOTE AGAINST MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. MAKER WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO MAKER AT ITS ADDRESS
SET FORTH IN SECTION 10 OR TO ANY OTHER ADDRESS AS MAY APPEAR IN PAYEE’S OR SUCH OTHER HOLDER’S RECORDS AS THE ADDRESS OF
MAKER. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, PAYEE AND MAKER WAIVE TRIAL BY JURY, AND EACH OF MAKER
AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM
NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.


 


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, but subject to the following sentence of this Section 13, 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 which the proceeds of the initial public offering (the “IPO”)
conducted by Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the units issued
in a private placement that occurred prior to the closing of the IPO were deposited, as described in greater detail in Maker’s Registration
Statements on Form S-1 (File No. 333- 251060 and 333- 251537) filed with the Securities and Exchange Commission in connection with the
IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, Payee does not waive any Claims and
does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for distributions
of remaining funds released to Maker from the Trust Account following redemptions or other distributions to Maker’s public stockholders.


 


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.   Assignment.  This
Note binds and is for the benefit of the successors and permitted assigns of Maker and Payee. 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, that (i) upon the announcement
of a Business Combination or occurrence and during the continuation of an Event of Default, Payee shall have the right to assign this
Note in its discretion without the consent of Maker and (ii) Payee shall be permitted to collaterally assign its respective rights under
this Note to any lender or lenders providing financing to Payee.


 


[Signature page follows]


 






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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. 


 


	 	Ackrell SPAC Partners I Co.
	 	
    
	 
	 	By:	/s/ Long Long
	 	 	Name:  	Long Long
	 	 	Title:	Chief Financial Officer


 




     


     


    


 


EXHIBIT A


 


[Intentionally Omitted]