Exhibit
10.2


 


PROMISSORY
NOTE


 


Reference
is hereby made to that certain Share Purchase Agreement dated November 27, 2022 (the “Agreement”) entered into by
and among (i) PlaySight Interactive Ltd. an Israeli company number 514412808 (the “Company”); (ii) the Company’s
sole shareholder Connexa Sports Technologies Inc., a Delaware corporation file number 6620171 (NASDAQ: CNXA) (the “Seller”);
and (iii) the Company’s Management Team (consists of the Company’s Founders including Mr. Chen Shachar Israeli I.D. 24345548
and Mr. Evgeni Khazanov Israeli I.D. 309075844) (collectively, the “Buyer”; each one of them is the “Founder”
and together the “Founders”). Capitalized terms used but not defined herein shall have such meanings as provided in
the Agreement.


 


The
undersigned Buyer, hereby promises to pay to the order of the Seller, the sum of U.S. $2M (two million USD) (the “Cash Consideration”)
under the following terms of this note (the “Note”):


 


		1.	The
                                            maturity due date of the Note shall be December 31, 2023 and the Buyer may extend it by written
                                            notice until December 31, 2024.



 


		2.	The
                                            Note can be partially paid over the time by the Buyer or the Company, as applicable, but
                                            in the event it is not paid in full by December 31, 2024, then the remaining amount due (i.e.
                                            $2m less any amount paid, if any), will be converted into the Company’s shares (the
                                            “Deposited Shares”), which will be deposited with the escrow company of
                                            Altshuler Shaham Trust Ltd. (the “Escrow Agent”) for the benefit of the
                                            Seller or, at the election of the Seller, issued in the form of a stock certificate or recorded
                                            in some other market-standard format to be held by the Escrow Agent.



 


		3.	The
                                            amount of the Deposited Shares shall be determined according to the post-money valuation
                                            of the last investment round of the Company, and in the absence of such investment round,
                                            the total amount of the Deposited Shares shall be $2m divided by the Company’s valuation
                                            to be determined at that time by a third party appraiser, to be nominated by both parties
                                            (the “Appraiser”). For the avoidance of doubt, in the event the valuation
                                            of the Company to be determined by the Appraiser shall be less than $2m, then the Buyer will
                                            have to deposit with the Escrow Agent 100% of the Shares owned by the Buyer, but the Buyer
                                            will not have to pay any additional cash to the Seller. The parties agree that the identity
                                            of the Appraiser shall be Murray Devine Valuation Advisers, to the extent their cost of the
                                            appraisal shall not be higher than the cost of appraisers from big 4 accounting firms (i.e.,
                                            E&Y, KPMG, PWC and Deloitte). The parties shall split the cost of the Appraiser.



 


		4.	To
                                            illustrate, in the event the Company has an investment round at $20m post-money valuation,
                                            and no Cash Consideration was paid by December 31, 2024, then the entire $2m Cash Consideration
                                            shall be converted to 10% of the Company’s share capital (i.e., $2m divided by $20m
                                            valuation). In the event no investment round is completed by December 31, 2024, then the
                                            Deposited Shares will be deposited with the Escrow Agent, calculated as $2m divided by the
                                            Company’s valuation to be determined by the Appraiser, provided that the agreement
                                            with the Escrow Agent that relates to the Deposited Shares is approved in writing by the
                                            Seller in its reasonable discretion.



 







    	 



     


    




 


		5.	It
                                            is agreed that once any portion of the Cash Consideration is paid to the Escrow Agent (after
                                            the Deposited Shares were deposited with the Escrow Agent), then the Escrow Agent will release
                                            the relevant portion of the Deposited Shares accordingly. For example, if $1M was paid to
                                            the Escrow Agent, than half (50%) of the Deposited Shares shall be released back to the Founders
                                            or the Company, as applicable.



 


		6.	This
                                            Note constitutes the entire agreement by and between the Buyer and the Seller with respect
                                            to the foregoing.



 


		7.	This
                                            Note is subject to the Agreement and it supersedes all prior agreements, understandings and
                                            discussions by and between the Buyer and the Seller with respect to the foregoing, and may
                                            be amended, modified or waived only in a writing signed by both the Buyer and the Seller.



 


		8.	This
                                            Note shall be governed by the laws of the State of Israel, without regard to conflicts of
                                            law provisions. Any dispute arising with respect to this Note shall be exclusively resolved
                                            by the applicable courts in Tel-Aviv, Israel.



 




    	 



     


    

 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the Buyer has executed this Note effective as of November 27, 2022.


 





	THE
    BUYER	 
	 	 	 
	Signature:	 	 
	 	 	 
	Name:
    	Chen
    Shachar	 
	 	 	 
	Signature:	 	 
	 	 	 
	Name:
    	Evgeni
    Khazanov	 


 





	APPROVED
    BY THE SELLER	 
	 	 	 
	Signature:		 
	 	 	 
	Name:
                                            

                                                         
	Connexa
    Sports Technologies Inc.	 
	 	 	 
	By:	Mike Ballardie, CEO