Exhibit
10.2


 


THIS
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: $287,500	Dated
    as of June 24, 2020


 


8i
Enterprises Acquisition Corp., a British Virgin Islands company (the “Maker”), promises to pay to the order
of Diginex Limited or its registered assigns or successors in interest (the “Payee”) the principal sum of Two
Hundred and Eighty Seven Thousand Five Hundred Dollars ($287,500) 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 Promissory Note (this “Note”) shall be payable promptly after the date
    on which the Maker consummates an initial business combination (a “Business Combination”) with a target
    business (as described in its initial public offering prospectus dated March 27, 2019 (the “Prospectus”)).
    The principal balance may not be prepaid without the consent of the Payee.



 


	2.	Interest.
    No interest shall accrue 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 attorney’s 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.	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 of this Note within five (5) business days following
    the date when due.
	 	 	 
	 	(b)	Voluntary
    Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
    or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee,
    trustee, custodian, sequestrator (or other similar official) for 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 similar law, for the appointing of a receiver,
    liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
    property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order
    unstayed and in effect for a period of 60 consecutive days.


 


	5.	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), 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.


 


	6.	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, 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.
	 	 
	7.	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.
	 	 
	8.	Notices.
    Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,
    (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing
    receipted delivery or (iv) sent by facsimile or (v) by e-mail to the following addresses or to such other address as either
    party may designate by notice in accordance with this Section:


 






    	2



    	 



    

 


If
to Maker:


 





8i
Enterprises Acquisition Corp.


6
Eu Tong Sen Street


#08-13
The Central


Singapore
059817


Attn:
William Yap


wghyap@outlook.com


 


If
to Payee:


 


Diginex
Limited


35
Floor Two International Finance Centre


8
Finance Street


Central


Hong
Kong


Attn:
Miles Pelham










Email:
miles.pelham@diginex.com




 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 


	9.	Construction.
    THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
    THEREOF.
	 	 
	10.	Jurisdiction.
    The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
    (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and
    the parties submit to the exclusive jurisdiction of the courts of New York.
	 	 
	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.	No
    Claims Against Trust Account. The Payee has been provided a copy of the Prospectus. The Payee hereby waives any and all
    right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust
    account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the
    proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described
    in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
    for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate
    the Business Combination, this Note shall be repaid only from amounts remaining outside of the Trust Account, if any.



 






    	3



    	 



    

 


	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.
	 	 
	15.	Further
    Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other
    necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary
    to give full effect to this Promissory Note.





 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive
Officer and Chief Financial Officer the day and year first above written.


 


	 	8I
    ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    James Tan
	 	Name:	James
    Tan
	 	Title:
    	Chairman
                                         and CEO






 


	Accepted
    and Agreed:	 
	 	 
	DIGINEX
                                         LIMITED



	 
	 	 	 
	By:	/s/
                                         Miles Pelham



	 
	Name:	Miles
                                         Pelham



	 
	Title:
    	Chairman



	 


 




    	4