Exhibit 10.2


 


THIS PROMISSORY NOTE (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 MAKER THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $250,000	 	Dated as of November 19, 2020


 


Big Cypress Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of Big Cypress Holdings, LLC, a Delaware
limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the
principal sum of Two Hundred and Fifty Thousand Dollars ($250,000), or such lesser amount as shall have been advanced by Payee
to Maker and shall remain unpaid under this Note, 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 Note shall be payable on the earlier of: (i) March 30, 2021 and (ii) the date on which Maker consummates
an initial public offering of its securities (the “IPO”). 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. No
interest shall accrue on the unpaid principal balance of this Note.


 


3. Drawdown Requests.
The principal of this Note may be drawn down from time to time prior to the earlier of:
(i) March 30, 2021 and (ii) the date on which Maker consummates the IPO, upon request from Maker to Payee (each, a “Drawdown
Request”). Payee shall fund each Drawdown Request within five (5) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is
Two Hundred and Fifty Thousand Dollars ($250,000). 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.


 


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 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.


 



    	 



     


    
 


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 in Section 1 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 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 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 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.


 



    	 



     


    
 


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 Agreement shall be in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service to the address designated in writing
by such party, (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 mail, 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 THE STATE 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, 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 to be established in which the proceeds of the IPO and the proceeds of the sale of the units issued
in private placements to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the
registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever.


 


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.


 



    	 



     


    
 


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.


 


	 	BIG CYPRESS ACQUISITION CORP
	 	 	 
	 	By: 	/s/ Samuel J.
    Riech
	 	 	Samuel J. Reich
	 	 	Chief Executive Officer