Exhibit
10.1


 


PROMISSORY
NOTE


 


	$425,000.00	March
    7, 2017


 


FOR
VALUE RECEIVED, Jensyn Acquisition Corp., a Delaware corporation (“Maker” or the “Company”), hereby unconditionally
promises to pay to the order of __________ (“Payee”), at Payee’s office at 800 West Main Street, Suite 204,
Freehold, New Jersey 07728 (or such other address specified by Payee to Maker) the sum of Four Hundred Twenty-Five Thousand Dollars
and Zero Cents ($425,000.00) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under
this Note, in legal and lawful money of the United States of America. This Note replaces and supersedes in its entirety the note
issued by the Company to the Payee dated August 5, 2016 in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000).


 


This
is a non-interest bearing Note.


 


The
entire unpaid principal balance of this Note shall be due and payable no later than the date of the consummation of an initial
business combination by the Company.


 


If
payment of this Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of
Payee, shall immediately become due and payable, and Payee shall be entitled to pursue any and all remedies to which Payee is
entitled hereunder, or at law or in equity.


 


This
Note may be prepaid, in whole or in part, without penalty. This Note may not be changed, amended or modified, except in a writing
expressly intended for such purpose and executed by the party against whom enforcement of the change, amendment or modification
is sought. The loan evidenced by this Note is made solely for business purposes and is not for personal, family, household or
agricultural purposes.


 


EXCEPT
TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE
SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE.


 


Service
of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return
receipt requested, at the address for such party set forth in this Note, or at such subsequent address provided to the other party
hereto in the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three (3 days after deposit
thereof in an official depository under the care and custody of the United States Postal Service.


 




    	 



    	 	 	 



    

 


Should
the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings, or if this Note is placed in the hands of attorneys for collection after default, the undersigned
and all endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition
to the principal and interest due and payable hereon, reasonable attorneys’ and collection fees.


 


The
undersigned and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note
severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention
to accelerate the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and the
bringing of suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or
substitutions of security, in whole or in part, with or without notice, before or after maturity.


 


The
undersigned hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the payee
on this Note, any and every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim
therein and (iv) have the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall
prevent or prohibit the undersigned from instituting or maintaining a separate action against Payee with respect to any asserted
claim.


 


This
Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.


 


EXECUTED
AND AGREED as of the date first above written.


 


	 	Jensyn
    Acquisition Corp.,
	 	 
	 	a
    Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	Jeffrey
    Raymond
	 	Title:	Chief
    Executive Officer


 




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