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 COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: $575,000	

    November
    14, 2022

    George
    Town, Cayman Islands



 


Oxbridge
Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of OAC Sponsor Ltd.,
a Cayman Islands exempted company, or its registered assigns or successors in interest (the “Payee”), the principal
sum of up to Five Hundred Seventy-Five Thousand Dollars ($575,000) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker 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. The principal balance of this Note shall be payable by Maker on the earlier of, subject to Section 12 below, (a) the date
on which Maker consummates its initial business combination, or (b) the date of the liquidation of the Maker. The principal balance may
be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or
shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


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


 


3.
[Intentionally Left Blank]


 


4.
Application of Payments. All payments received by the 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 date specified above.


 


(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) 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.


 


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 property 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.


 


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 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.


 


10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF
LAW 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.


 


12.
Trust Waiver. Payee acknowledges that it has read the Investment Management Trust Agreement, dated as of August 11, 2021, by and
between the Maker and Continental Stock Transfer & Trust Company, a New York corporation, and understands that the Maker has established
the trust account described therein (the “Trust Account”) for the benefit of the Maker’s public shareholders
and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Payee further acknowledges
and agrees that the Maker’s sole assets consist of the cash proceeds of the IPO and private placements of its securities, and that
substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly,
and 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, 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, the Maker shall repay the principal balance of this Note out of the proceeds released to the 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 the Maker and the 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.


 


[Signature
page follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Promissory Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	OXBRIDGE
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Wrendon Timothy
	 	 	Wrendon
    Timothy
	 	 	Chief
    Financial Officer