Exhibit
10.1


 


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 COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: $132,000	Dated
    as of July 24, 2020


 


8i
Enterprises Acquisition Corp., a British Virgin Islands company (the “Maker”),
promises to pay to the order of 8i Enterprises Pte Ltd or its registered assigns or successors in interest (the “Payee”)
the principal sum of One Hundred and Thirty Two Thousand Dollars ($132,000)
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 this Promissory Note (this “Note”) shall be payable promptly after the date
    on which the Maker consummates an initial business combination (a “Business Combination”) with a target
    business (as described in its initial public offering prospectus dated March 27, 2019 (the “Prospectus”)).
    The principal balance may not be prepaid without the consent of the Payee.


 


	2.	Conversion
    Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units
    (the “Units”) of the Maker containing the same securities as issued in the Maker’s initial public
    offering and as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note
    at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee
    in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount
    payable to such Payee, by (y) $10.00.


 


	 	(a)	Fractional
    Securities. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which
    Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this
    note that would otherwise be converted into such fractional share.


 


	 	(b)	Effect
    of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business
    day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination
    closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing
    of a Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s
    address or such other address requested by Payee, a certificate or certificates for the number of Units to which Payee is
    entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws),
    including a check payable to Payee for any cash amounts payable as a result of any fractional shares as described herein.


 




    	 	 	 



     


    

 


	3.	Interest.
    No interest shall accrue on 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 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 of this Note within five (5) business days following
    the date when due.


 


	 	(b)	Voluntary
    Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
    or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee,
    trustee, custodian, sequestrator (or other similar official) for 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 similar law, for the appointing of a receiver,
    liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
    property, or ordering the winding-up or liquidation of the affairs of Maker, 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
    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(b) and 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.


 




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	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.
    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 or (iv) sent by facsimile or (v) 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:


 


8i
Enterprises Acquisition Corp.


6
Eu Tong Sen Street


#08-13
The Central


Singapore
059817


Attn:
Meng Dong (James) Tan


Email:
mengdong38@yahoo.com


If
to Payee:


 


8i
Enterprises Pte Ltd


6
Eu Tong Sen Street


#08-13
The Central


Singapore
059817


Attn:
Meng Dong (James) Tan


Email:
mengdong38@yahoo.com


 




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Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 


	10.	Construction.
    THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
    THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


	11.	Jurisdiction.
    The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
    (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and
    the parties submit to the exclusive jurisdiction of the courts of New York.


 


	12.	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.


 


	13.	No
    Claims Against Trust Account. The Payee has been provided a copy of the Prospectus. The Payee hereby waives any and all
    right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust
    account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the
    proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described
    in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
    for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate
    the Business Combination, this Note shall be repaid only from amounts remaining outside of the Trust Account, if any.


 


	14.	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.


 


	15.	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.


 


	16.	Further
    Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be
    executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time
    require as may be necessary to give full effect to this Promissory Note.


 


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


 


	 	8I
    ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	By:
    	/s/
    James Tan
	 	Name:	Meng
    Dong (James) Tan
	 	Title:
    	Chief
    Executive Officer


 


	Accepted
    and Agreed:	 
	 	 	 
	8I
    ENTERPRISES PTE LTD	 
	 	 	 
	By:	/s/
    James Tan	 
	Name:	Meng
    Dong (James) Tan	 
	Title:
    	Director