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 MAKER THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE 


 


	 	 	Dated
    as of October 15, 2022
	 	 
	Principal
    Amount: $[   ]	 	New
    York, New York


 


Deep
Medicine Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of [   ] or its registered
assigns or successors in interest (the “Payee”), or order, the principal sum of [   ] ($[   ]) 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, without setoff or counterclaim, to such account as the Payee may from time to time designate by written
notice in accordance with the provisions of this Note.


 


1.
Maturity. The principal balance of this Note shall be payable by the Maker on the earlier of (such date, the “Maturity Date”),
subject to Section 13 below,


 


	 	(a)	the
    date on which Maker consummates its initial business combination; and 
	 	(b)	the
    date of the liquidation of Maker. 


 


The
principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not
limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of
the Maker hereunder.


 


2.
Interest. This Note shall bear no interest.


 


3.
Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the Maturity Date, upon written request
from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and
must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown
Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the amount of drawdowns collectively
under this Note is [   ] ($[   ]). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even
if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, 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 reduction of the unpaid principal
balance of this Note.


 


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, then to the payment in full of any late charges,
and finally to the reduction of the unpaid principal balance of this Note.


 


5.
Use of Proceeds. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used
by the Maker solely for purposes of making payments to extend the period the Maker has to complete an initial business combination.


 


6.
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 any principal amount due pursuant to this Note within five (5) business
days of the Maturity Date.


 






    	 



    	 



    

 


(b)
Breach of Use of Proceeds. Failure by Maker to comply with the provisions of Section 4 of this Note.


 


(c)
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.


 


(d)
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.


 


7.
Remedies. 


 


(a)
Upon the occurrence of an Event of Default specified in Section 5(a) or Section 5(b) 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(c) and 5(d), 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.


 


8.
Enforcement Costs. In case any principal of this Note is not paid when due, Maker shall be liable for all costs of enforcement and
collection of this Note incurred by the Payee and any other Holders, including but not limited to reasonable attorneys’ fees and
expenses.


 


9.
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 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.


 


10.
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. Any failure of the Payee to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.
The Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar
import or other conditions, without waiving any of its rights.


 






    	 



    	 



    

 


11.
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. As of the date of this Note, the following addresses are designated for notices:
Maker: 595 Madison Avenue, 12th Floor, New York, NY 10017, Attn: Humphrey P. Polanen, email: humphrey.polanen@gmail.com; Payee:
[   ].


 


12.
Construction; Governing Law; Venue; Waiver Of Jury Trial; Etc. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. THE MAKER WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO
THE MAKER AT ITS ADDRESS SET FORTH IN SECTION 10 OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE PAYEE’S OR SUCH OTHER HOLDER’S
RECORDS AS THE ADDRESS OF THE MAKER. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER
WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION,
(II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.


 


13.
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.


 


14.
Trust Waiver. Notwithstanding anything herein to the contrary, but subject to the following sentence of this Section 14, 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 (the “Trust Account”) established in which the proceeds of the initial public offering (“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 simultaneously with the completion of the IPO were deposited, as described in greater detail in Maker’s Registration
Statement on Form S-1 (333-259500) 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 the Maker’s public stockholders.


 


15.
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.


 


16.
Assignment. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. 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,
that upon the announcement of an initial business combination of Maker, or occurrence and during the continuation of an Event of Default,
Payee shall have the right to assign this Note in its discretion without the consent of Maker.


 


[Signature
page follows]


 






    	 



    	 



    

 


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.


 


	 	Deep
    Medicine Acquisition Corp.
	 	 	 
	 	By:	/s/
    Humphrey P. Polanen

	 	Name:	 Humphrey P. Polanen
	 	Title:	 Chief Executive Officer