Exhibit 10.1


  


PROMISSORY
NOTE


 


	$150,000	As
    of April 15, 2022


 


FoxWayne
Enterprises Acquisition Corp. (“Maker”) promises to pay to the order of FoxWayne Enterprises Acquisition Sponsor LLC or its
successors or assigns (“Payee”) the principal sum of One Hundred and Fifty Thousand Dollars ($150,000) in lawful money of
the United States of America, on the terms and conditions described below.


 


1.
Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, share
exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”).
Holder understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will
be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with
its initial public offering.


 


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 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.
Events of Default. The following shall constitute Events 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 Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state 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 the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or
state 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 sixty (60) consecutive days.


 


5.
Remedies.


 


a.
Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be
due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, 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 4(b) and 4(c), the unpaid principal balance of, 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 agree that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to them or affecting their 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, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If
to Maker:


 


FoxWayne
Enterprises Acquisition Corp.


1
Rockefeller Plaza, Suite 1039


New
York, NY 10020


 


If
to Payee:


 


FoxWayne
Enterprises Acquisition Sponsor LLC


1
Rockefeller Plaza, Suite 1039


New
York, NY 10020


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv)
the date reflected on a signed delivery receipt, or (vi) 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 domestic, internal law, but not the law of conflict
of laws, of the State of New York.


 


10.
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.


 


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


 


	 	FOXWAYNE
    ENTERPRISES ACQUISITION CORP.
	 	 	               
	 	By:	 
	 	Name:	 
	 	Title: