Exhibit 10.23


 


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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY
NOTE


 


	Principal
    Amount:  Up to $200,000.00	July
    30, 2018


 


Draper
Oakwood Technology Acquisition Inc., a Delaware corporation (“Maker”), promises to pay to the order of
Draper Oakwood Investments, LLC or its registered assigns or successors in interest or order (“Payee”), the
principal sum of up to Two Hundred Thousand Dollars ($200,000.00) in lawful money of the United States of America, on the terms
and conditions described below.  All payments on this Note (unless the full principal is converted pursuant to Section
15 below) shall be made by check or wire transfer of immediately available funds to such account as Payee may from time to time
designate by written notice in accordance with the provisions of this Note.


 


		1.	Repayment. The
                                         principal balance of this Note shall be payable on the earliest to occur of (i) the date
                                         on which Maker consummates its initial business combination and (ii) the date that the
                                         winding up of Maker is effective (such date, the “Maturity Date”).
                                         The principal balance may be prepaid at any time, at the election of Maker.



 


		2.	Interest. This
                                         Note shall be non-interest bearing.



 


		3.	Drawdown
                                         Requests. Payee, in its sole and absolute discretion, may fund up to Two Hundred
                                         Thousand Dollars ($200,000.00) for costs reasonably related to Maker’s consummation
                                         of an initial business combination. The principal of this Note may be drawn down from
                                         time to time until the date on which Maker consummates its initial business combination,
                                         upon written request from Maker to Payee (each, a “Drawdown Request”).
                                         Each Drawdown Request must state the amount to be drawn down, and must be in multiples
                                         of not less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee.
                                         Payee, in its sole discretion, shall fund each Drawdown Request no later than five (5)
                                         business days after receipt of a Drawdown Request; provided, however, that the maximum
                                         amount of drawdowns collectively under this Note shall not exceed Two Hundred Thousand
                                         Dollars ($200,000.00). Once an amount is drawn down under this Note, it shall not be
                                         available for future Drawdown Requests even if prepaid. Except as set forth herein, no
                                         fees, payments or other amounts shall be due to Payee in connection with, or as a result
                                         of, any Drawdown Request by Maker.



 


		4.	Application
                                         of Payments. All payments received by Payee pursuant to this Note shall be applied
                                         first to the payment in full of any costs incurred in the collection of any sum due under
                                         this Note, including (without limitation) reasonable attorney’s fees, and then
                                         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.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this
Note and all other amounts payable hereunder, 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 this 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 or personal property 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.


 


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: (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 and (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
THE CONFLICT OF LAWS 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.


 






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12.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any claim in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public
offering (the “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 upon the consummation of the initial business
combination, Maker shall 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 Maker and 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.


 


15.
Conversion.


 


(a)
Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full
of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note
into that number of shares of common stock (the “Conversion Units”) equal to: (x) the portion of
the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest
whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement
upon consummation of the Maker’s initial public offering. The Conversion Units and their underlying securities, and any
other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock 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 16 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) Payee shall surrender and deliver this Note,
duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker
shall promptly deliver a new duly executed Note to 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, 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
Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker
and 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
Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer
taxes resulting from any transfer requested by the Holders in connection with any such conversion.


 


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


 


16.
Registration Rights.


 


(a)
Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of September 14,
2017 (the “Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same
meanings ascribed to them in the Registration Rights Agreement.


 


(b)
The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section
2.1 of the Registration Rights Agreement.


 


(c)
The Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations,
which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however,
that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a
Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)
Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set
forth in the Registration Rights Agreement.


 


[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.


 





	 	DRAPER
    OAKWOOD TECHNOLOGY ACQUISITION INC.
	 	 	 
	 	By:	//s/
    Aamer Sarfraz
	 	Name:	Aamer
    Sarfraz
	 	Title:	Chief
    Executive Officer




 






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