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
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Dated as of July 10, 2023 |
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Principal Amount: Up to $1,500,000 |
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New York, New York |
Integral Acquisition Corporation 1, a Delaware corporation (the Maker), promises to pay to
the order of Integral Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the Payee), the principal sum of up to One Million Five Hundred Thousand U.S. Dollars ($1,500,000), 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 the Payee
may from time to time designate by written notice in accordance with the provisions of this Note.
1. Maturity. The
principal balance of this Note shall be due and payable by the Maker upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below (the Maturity Date). The principal balance may be prepaid at any time
prior to the Maturity Date without penalty upon written notice by the Maker to the Payee.
(a) Each of the following shall constitute a
Repayment/Conversion Trigger Event:
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(i) |
the closing of a merger, consolidation, or other business combination pursuant to which the Maker acquires an
entity for its initial business combination (a DeSPAC Transaction); or |
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(ii) |
subject to the terms below, the liquidation of the Maker on or before November 3, 2023, or such later
liquidation date as may be approved by Makers stockholders (a Liquidation), that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note. |
Except as provided in Section 16 below, under no circumstances whatsoever shall any individual, including, but not limited to, any
officer, director, employee, or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
(b) Form of Repayment. In the event of a Liquidation, all amounts due under this Note shall be repaid in cash. In the event of a DeSPAC
Transaction, the Note may be repaid, at the Payees discretion, (i) in cash or (ii) in Conversion Warrants (as defined below) pursuant to Section 16 herein. Absent reasonable prior written notice by Payee to convert any amounts
due under this Note into Conversion Warrants pursuant to Section 16 herein, the Note shall become due and payable in cash at closing of such DeSPAC Transaction.
2. Interest. No interest shall accrue or be charged by Payee 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. Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the Maturity Date, upon
written request from the Maker to Payee (each, a Drawdown Request), and shall be subject to the approval of the Drawdown Request by Payee in its sole discretion. Each Drawdown Request must state the amount to be drawn down, the
use of proceeds for such Drawdown Request and must not be an amount less than Ten Thousand U.S. Dollars ($10,000) unless agreed upon by Maker and Payee. If Payee agrees to fund a Drawdown Request, Payee shall fund such Drawdown Request no later than
five (5) business days after receipt of a Drawdown Request; provided,