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 


	 	 	 
	 	 	Dated as of November 14, 2022
	 	 
	Principal Amount: $955,748.46	 	New York, New York


 


Maquia Capital Acquisition Corporation, a Delaware corporation and
blank check company (the “Maker”), promises to pay to the order of Maquia Investments
North America, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Nine Hundred Fifty-Five Thousand Seven Hundred Forty-Eight U.S. Dollars and Forty-Six Cents ($955,748.46)
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 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 due
and payable by the Maker on the earlier of (such date, the “Maturity Date”), subject to Section 12 below, (a) the date
that Maker consummates the Maker’s initial business combination and (b) the date of the liquidation of the Maker. 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. No interest shall accrue on the unpaid principal
balance of this Note.


 


3. Drawdown Requests. The Payee will fund up to Nine Hundred
Fifty-Five Thousand Seven Hundred Forty-Eight U.S. Dollars and Forty-Six cents ($955,748.46) into the trust account (the “Trust
Account”) of the Maker established in connection with its initial public offering (the “IPO”), such amounts
to be for the benefit of the Maker’s holders of unredeemed Class A common stock upon redemption or liquidation of the Maker, all
in accordance with the Maker’s amended and restated certificate of incorporation. The principal of this Note may be drawn down in
up to six amounts of approximately $159,291.41 per withdrawal, beginning in November 2022, up until the date on which the Maker consummates
its initial business combination, upon written request from the Maker to the Payee (each, a “Drawdown Request”). Each
Drawdown Request must be made before the 7th of each applicable month, and state the amount to be drawn down. The precise amount of each
Drawdown Request may vary as needed, in Maker’s discretion, to satisfy the pro rata monthly portion of funds to be deposited in
the Trust Account. The Payee, in its sole discretion, shall fund each Drawdown Request via a wire transfer directly to the Trust Account
no later than five (5) business days from the 7th of each applicable month; provided, however, that the maximum amount of drawdowns
collectively under this Note shall not exceed Nine Hundred Fifty-Five Thousand Seven Hundred Forty-Eight U.S. Dollars and Forty-Six Cents
($955,748.46). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests. Except as set forth
herein, no fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the
Maker.


 


4. 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 payment in full of any late charges and finally 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 the Maker
to pay the principal amount due pursuant to this Note within one (1) business days of the Maturity Date.


 






     


     


    




 


(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.


 


6. Remedies.


 





(a) Upon the occurrence of an Event of Default specified in Section
5(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 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 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 this
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 or 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 which
are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first class registered or
certified mail, overnight courier service


or facsimile or electronic transmission to the address designated in writing, (b) 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
(c) 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 DELAWARE, WITHOUT REGARD TO 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. Notwithstanding anything herein to the contrary,
but subject to the following sentence of this Section 12, 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 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
Statement on Form S-1 (No. 333-253167) 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, the 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 the Maker from the Trust Account following redemptions or other distributions to Maker’s public stockholders.


 


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 the Maker (by operation of law or otherwise) without the prior written consent of
the Payee and any attempted assignment without the required consent shall be void.





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Signature page follows.] 





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.


	



	 	 	 
	Maquia Capital Acquisition Corporation
	 	 
	By:	 	
    /s/ Jeronimo Peralta

    

	 	 	Name: Jeronimo Peralta
	 	 	Title: Chief Financial Officer